Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the board of directors has determined that none of Messrs. Young, Waite and Norden, Ms.Mss. Finney and George, and Drs. Galakatos, Hershberg,Foy, Kania, Malloy, and Malloy,Rollison, representing sevennine of our eightten directors, has a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the rules of The Nasdaq Stock Market. The board of directors also determined that the members of our audit committee, Ms.Mss. Finney and Messrs. Norden,George, Dr. Kania and Mr. Waite, and Young, the members of our compensation committee, Drs. Galakatos and Malloy and Mr.Foy and Messrs. Norden and Young, and the members of our nominating and corporate governance committee, Dr. Rollison and Messrs. Waite and Young, and Drs. Galakatos and Hershberg, satisfy the independence standards for those committees established by applicable SEC rules and the rules of The Nasdaq Stock Market. Effective April 26, 2019, our board of directors approved changes to the composition of the foregoing committees, which changes are discussed in the section titled “Proposal No. 1 - Election of Directors.”
Mr. Young serves as the Chairman of the Board, and Mr. Gray serves as President and Chief Executive Officer of the Company.company. The roles of Chief Executive Officer and Chairman of the Board are currently separated in recognition of the differences between the two roles. We believe that it is in the best interests of our stockholders for the Board to make a determination regarding the separation or combination of these roles each time it elects a new Chairman or appoints a Chief Executive Officer, based on the relevant facts and circumstances applicable at such time. In June 2010, when Mr. Gray was first appointed President and Chief Executive Officer, theThe Board determinedbelieves it wasis in the best interests of the Companycompany to continue to maintain an independent Chairman to allow Mr. Gray to focus on his primary responsibility for the operational leadership and strategic direction of the Company.company. Our corporate governance guidelines provide that if our board of directors does not have an independent chairperson, the board of directors will appoint a lead independent director.
Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend. FiveAll ten of our eightthen-serving directors attended our 20182021 annual meeting of stockholders.
Our board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.
The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and the respective committees of the board of directors. Some of the qualifications that the nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, age, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’sour business and other commitments. Other than the foregoing, there are no stated minimum criteria for director nominees.
governance committee may take into account the benefits of diverse viewpoints. The nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations.
The board conducts an annual evaluation of its performance based in part on annual self-assessments completed by the board members. The chairperson ofIn December 2021, each director completed a written questionnaire with respect to the board together with our general counsel, conducts in-depth interviews withof directors and separate questionnaires for each board membercommittee of which they are a member. The questionnaires were previously approved by the nominating and corporate governance committee. The questionnaires are used to evaluate the board’s composition, culture, processes, and relationship with management as well as each board member’s view of his or her knowledge and understanding of our business and contributions to board deliberations. Each board member is also asked to identify areas where the board as a group and the board member individually could improve performance. Members of the board committees engage in assessing their respective committee’s performance during that year. These assessments are then aggregated and presented to the board and committees, who then determine what specific actions should be taken in response to this input. The Nominating and Corporate Governance committee is then responsible for ensuring that the recommended actions are implemented.
The nominating and corporate governance committee will consider candidates for directors recommended by stockholders so long as such recommendations comply with the certificate of incorporation and bylaws of our company and applicable laws, rules and regulations, including those promulgated by the SEC. The committee will evaluate such recommendations in accordance with its charter, our bylaws and the regular nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholdersStockholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stocknominee’s name and a signed letter from the candidate confirming willingness to servequalifications for membership on our board of directors. The committee has discretion to decide which individuals to recommend for nomination as directors.
A stockholder of record can nominate a candidate directly for election to the board of directors by complying with the procedures in Section 2.4(ii) of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to NanoString Technologies, Inc., Attention: Corporate Secretary, 530 Fairview Avenue North, Seattle, WA 98109. For our 20202023 annual meeting of stockholders, notice must be received by us no earlier than February 11, 2020,13, 2023, and no later than March 12, 2020.
Stockholders wishing to communicate with a non-management member of the board of directors may do so by writing to such director, and mailing the correspondence to: NanoString Technologies, Inc., Attention: Corporate Secretary, 530 Fairview Avenue North, Seattle, WA 98109. AllOur Senior Vice President, Human Resources and Legal Affairs, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board to consider and (3) matters that are of a type that render them improper or irrelevant to the functioning of our board or our business, for example, mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material. If appropriate, our Senior Vice President, Human Resources and Legal Affairs, will route such stockholder communications will be forwarded to the appropriate committeedirector(s) or, if none is specified, then to the chairperson of the boardboard. These policies and procedures do not apply to communications to non-employee directors from our officers or non-management director.directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.
Our board of directors has adopted Corporate Governance Principles. These principles address, among other items, the responsibilities of our directors, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The board of directors also has adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and other senior financial officers. The full text of our Corporate Governance Principles, Code of Business Conduct and Code of Ethics is posted on the Corporate Governance portion of our website at http:https://investors.nanostring.com/corporate-governance.governance/governance-documents. We will post amendments to our Corporate Governance Principles, Code of Business Conduct and Code of Ethics or waivers of the same for directors and executive officers on the same website.
The board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. The board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including market and technology risks, credit risks, cybersecurity, liquidity risks, ESG-related risks (including human capital management) and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with corporate governance, the independence of the board of directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions with committee members about such risks. The board of directors believes that its leadership structure is consistent with the administration of its risk oversight function.
The following table provides information regarding compensation paid by us to our non-employee directors during 2018.2021. Directors who are also our employees receive no additional compensation for their service as a director. During 20182021 one director, Mr. Gray, our President and Chief Executive Officer, was an employee. Mr. Gray’s compensation is discussed under the caption “Executive Compensation.” We reimburse our directors for expenses associated with attending meetings of our board of directors and meetings of committees of our board. Dr. Teresa Foy joined our board in April 2022 and is not included in the table below.
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(2)
| As of December 31, 2018, Mr. Young held options for the purchase of 125,178 shares of common stock, of which 115,010 shares were vested as of such date. |
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(3)
| As of December 31, 2018, Ms. Finney held options for the purchase of 27,521 shares of common stock, of which 13,738 shares were vested as of such date. |
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| l | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | As of December 31, 2018, Dr. Galakatos held options for the purchase of 48,779 shares of common stock, of which 38,611 shares were vested as of such date. On April 8, 2019, Dr. Galakatos communicated his decision to the company not to stand for re-election at the 2019 annual meeting. |
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(5)
| As of December 31, 2018, Dr. Hershberg held options for the purchase of 41,545 shares of common stock, of which 31,377 shares were vested as of such date. |
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(6)
| As of December 31, 2018, Dr. Malloy held options for the purchase of 34,964 shares of common stock, of which 24,796 shares were vested as of such date. |
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(7)
| As of December 31, 2018, Mr. Norden held options for the purchase of 59,185 shares of common stock, of which 49,017 shares were vested as of such date. |
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(8)
| As of December 31, 2018, Mr. Waite held options for the purchase of 48,779 shares of common stock, of which 38,611 shares were vested as of such date. |
Director Compensation Program
Director Compensation PolicyDIRECTOR COMPENSATION POLICY
The director compensation policy that was in effect in 20182021 was adopted in connection with our initial public offering in June 2013 and has been amended from time to time. At the time ofThe philosophy underlying our initial public offering, the compensation committee retained Arnosti Consulting, Inc., or Arnosti Consulting, an independent compensation advisory firm, to provide recommendations to the nominating and corporate governance committee, or the NCG committee, on non-employee director compensation. Arnosti Consulting provided us with competitive data, analysis and recommendations regarding any appropriate updates to the non-employee director compensation policy previouslyprogram is to provide reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors. All directors will be reimbursed for expenses in place.their capacities as directors in accordance with our standard expense reimbursement policy. For purposes of the policy, each director is classified into one of the two following categories: (1) an “employee director,” is a director who is employed by us; and (2) a “non-employee director,” is a director who is not an employee director. Only non-employee directors receive compensation under the director compensation policy, which is provided in the form of equity and cash, as described below. Each year since 2019, the compensation committee's independent compensation consultant, Aon, has conducted a review of our director compensation policies and practices to advise on whether they are competitive with the market.
For 2018, both the cash component and the equity component remained in effect at 2017 levels. The philosophy underlyingEQUITY COMPENSATION
Annual Award
In connection with our 2021 annual meeting of stockholders, each non-employee director compensation program iswas eligible to provide reasonable compensationreceive annual equity grants valued at $210,000, consisting of time-based restricted stock units (“RSUs”), except that grants to our non-employee directors with less than 12 months of continuous service as of the annual shareholders meeting were prorated to reflect their applicable portion of a full year of service prior to such meeting. All of the shares underlying the annual equity grants will vest in full on the date that is appropriately aligned with our peers and is commensurate with the services and contributionsearlier of our non-employee directors. All directors will be reimbursed for expenses in their capacities as directors in accordance with our standard expense reimbursement policy. Dr. Galakatos, who servedthe one year anniversary of the date of grant or the date immediately prior to the next annual stockholders meeting, subject to continued service as a director through the vesting date, and subject to the change in 2018 andcontrol provisions of the company’s equity incentive plan, which are described below. The number of RSUs is not standing for re-election this year, iscalculated as follows, with the resulting number of RSUs subject to the award rounded down to the nearest whole share: (x) such approved value divided by (y) the average closing price of a senior managing director of Blackstone, which is a stockholdershare of our company through certain of its affiliated entities, and as a result of the internal policies of Blackstone, Dr. Galakatos is required to hold or remit any compensation received for his service on our board of directorscommon stock for the benefitperiod starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.
Award upon First Joining the Board of Clarus Ventures or its affiliates.Directors
Equity Compensation
UnderUpon joining the policy, upon joining our board of directors, each non-employee director receivedis granted on his or her start date as a non-employee director an option to purchase 0.08% of our outstanding shares on the date of grant. This remains unchanged from the equity grant levels applicable to new non-employee directors under the policy as in effect in 2016 and 2017. The exercise price of the initial grant is the fair market value, as determined in accordance with our 2013 Equity Incentive Plan, on the date of the grant.RSUs valued at $375,000. The shares underlying the initial grant vest as to 50% of the total shares subject to such awardone-third each year over three years on the one year anniversary of the grant date, the director commenced services, and the remaining 50% of the total shares vest in 12 equal monthly installments thereafter, in each case, subject to continued service as a director through each vesting date.
Pursuantdate, and subject to the policy, atchange in control provisions of the beginningcompany’s equity incentive plan described below. The number of each fiscal year, each non-employee director is granted an option to purchase 0.04%RSUs will be determined by dividing the dollar value of our outstanding sharesthe grant by the average closing price of a share of company common stock for the period starting on the date that is 30 calendar days prior to the grant date and ending on (and inclusive of) the calendar day prior to such grant date.
Awards granted under the outside director compensation policy currently are granted pursuant to, and subject to the other terms and conditions of, grant. The exercise price of this annual grant is the fair market value, as determined in accordance with ourcompany’s 2013 Equity Incentive Plan. Under the company’s 2013 Equity Incentive Plan, on the date of the grant. All of the shares underlying the annual grant vest on the one year anniversary of the date of grant, subject to continued service as a director through the vesting date.
The vesting of each grant described above accelerates in fullto an outside director that is assumed or substituted in connection with a “change in control” as defined in our 2013 Equity Incentive Plan fully vests if the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation of the director that is not at the request of the acquirer. Awards granted under the outside director compensation policy are granted pursuant to, and subject to the other terms and conditions of,In addition, our 2013 Equity Incentive Plan. Our 2013 Equity Incentive Plan provides that no non-employee director may be granted, in any fiscal year, stock-settled equity awards with a grant date fair value (determined in accordance with GAAP) of more than $500,000, with this limit increased to $1,000,000 in connection with his or her initial service, or cash-settled awards with a grant date fair value of more than $175,000, increased to $350,000 in connection with his or her initial service. If the new 2022 Equity Incentive Plan is approved by the stockholders at the Annual Meeting, then any equity awards granted under the outside director compensation policy on or following the date of that meeting will be pursuant to, and subject to the other terms and conditions of, the 2022 Equity Incentive Plan, including new fiscal year limits on outside director equity and cash retainers or annual or meeting fees for services as an outside director contained in the 2022 Equity Incentive Plan. However, the change in control-related acceleration provisions for non-employee director equity awards, which are similar to those contained in the 2013 Equity Incentive Plan, will be housed in the outside director compensation policy rather than in the 2022 Equity Incentive
For 2018, | | | | | | | | |
| 2022 PROXY STATEMENT | 27 | NanoString Technologies, Inc. |
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| l | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | |
Plan. See Proposal No. 4 “Approval of the 2022 Equity Incentive Plan” in this proxy for additional details regarding this new equity incentive plan, which the board of directors is recommending that the stockholders approve.
2022 CHANGES TO EQUITY COMPENSATION
In February and March 2022, the compensation committee worked with Aon to perform the annual review of the director compensation program for competitiveness with the market. In connection with that review, the committee recommended that the board of directors increase the annual equity award values for non-employee directors in order to align the target percentile of peer group compensation for board members’ equity with the percentile used as a reference point for executive officer compensation. Accordingly, in April 2022, the board of directors amended the director compensation policy with respect to the annual equity awards such that, on the date of each year’s annual stockholders’ meeting, beginning in 2022, each non-employee director receivedwill receive an annual equity grant valued at $225,000, consisting of RSUs. The share calculation and the policies with respect to proration and vesting as described above for the annual awards are unchanged.
ACCELERATED AWARDS
Effective April 18, 2022, Dr. Hershberg resigned from the board of directors. In connection with Dr. Hershberg’s resignation from the board and in recognition of his service from June 2021 to mid-April 2022, the board approved the acceleration of vesting of 85% of Dr. Hershberg’s 3,890 unvested restricted stock units from his June 2021 annual director grant, which represents 3,306 restricted stock units, effective immediately prior to the effectiveness of his resignation as a director.
CASH COMPENSATION
Each non-employee director receives an annual cash retainer of $40,000 for serving on the board of directors, which we believe aligned with market practices and provided our non-employee directors with reasonable compensation commensurate with their service.directors. In addition to the annual retainer, the chairperson of the board of directors receivedreceives an additional cash retainer of $40,000, for 2018, and the chairpersons of the board’s audit committee, compensation committee and nominating and corporate governance committee wereare entitled to an additional cash retainer of $18,000, $12,000$20,000, $15,000 and $10,000 per year, respectively. Non-chair members of the audit committee, compensation committee and nominating and corporate governance committee wereare entitled to an additional cash retainer of $10,000, $7,500 $6,000 and $5,000 per year, respectively. As noted, the amount of the retainers remained the same as in 2017. All cash payments were paidare to be made in four equal installments at the end of each calendar quarter during which such individual served as a director (such payments to be prorated for service during a portion of such quarter).
STOCK OWNERSHIP GUIDELINES
2019 ChangesWe utilize stock ownership guidelines to Director Compensation Policy
In December 2018,strengthen the nominatingalignment of interests among stockholders, directors, and corporate governance committee retained Radford, an independent compensation consultant,other officers. The policy provides that our outside directors are expected to replace Arnosti Consulting. That same month,hold 3x their annual retainers for service on the board suspended the annual non-employee director grants that were scheduled to be issued on January 1, 2019, in order to allow for the completion of Radford's review of the director compensation policy and the implementation of any resulting equity compensation changes.
Radford conducted an extensive review of our director compensation policies and practices and conducted an extensive market analysis. Radford confirmed that director cash compensation generally is competitive to the market, although compensation to the chairs of our audit and compensation committees slightly lagged that provided by our peers. Based on its benchmarking of director equity, Radford reported that a number of our peer companies had begun using a blend of stock options and restricted stock units, rather than just stock options. Radford also found that the prevalent peer group practice was to use a target dollar value for setting equity awards rather than a percentage of outstanding company stock methodology. Based on these findings, and our philosophy of generally delivering equity value that falls between the 50th and 75th percentiles of peer company equity levels in order to reasonably compensate our non-employee directors for their service, the nominating and corporate governance committee recommended to our board of directors in January 2019 the following changes to director compensation, which were subsequently approved by the board:
Initial equity grant of stock options(not including retainers for newly elected or appointed directors will be granted automatically on their start dateserving as a non-employee director valued at $200,000 (described further below) and 1/3member or chair of any board committee) within five years from the later of the total will vest on each anniversary ofdate the grantpolicy was adopted and the date over three years, subject to continued service through each vesting date, andsuch outside director first becomes subject to the change in control provisions of our 2013 Equity Incentive Plan, which are described above; and
Annual equity grants to directors will be valued at $100,000 (described below), will be split equally (by value) between stock options and restricted stock units, and will be granted on the date of the annual stockholders' meeting each year. These equity grants will vest in full on the date that is the earlier of the one-year anniversary of the grant date, or the date immediately prior to the next annual stockholders meeting, subject to continued service through the vesting date, and subject to the change in control provisions of our 2013 Equity Incentive Plan, which are described above; and
Modest increasespolicy. See “Stock Ownership Guidelines” in the auditCompensation Disclosure and compensation committee chair retainers to align with the market 50th percentile.Analysis section of this proxy for additional details.
The number of options will be determined by dividing the dollar value of the grant by the Black Scholes value of a share and the number of restricted stock units will be determined by dividing the dollar value of the grant by the fair market value of a share, meaning the closing price of a share, of the company's common stock on the date of the grant. The exercise price of the initial and annual option grants is the fair market value, as determined in accordance with our 2013 Equity Incentive Plan, on the date of the grant.In light of the suspension of the scheduled January 1, 2019 annual equity grants to our non-employee directors pending Radford’s review of our director compensation policy, in March 2019, the board approved an interim option grant valued at $50,000 to each director. This grant will vest in full on the day prior to the date of the annual meeting of stockholders, June 18, 2019, subject to continued service as a director through the vesting date, and subject to the change in control provisions of our 2013 Equity Incentive Plan, which are described above. The regularly scheduled annual equity grants under the new director compensation policy described above will occur on the next day, the date of the annual meeting of stockholders, June 18, 2019.
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| NanoString Technologies, Inc. | 28 | 2022 PROXY STATEMENT |
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENTRatification of Appointment of Independent Registered Public Accounting Firm
REGISTERED PUBLIC ACCOUNTING FIRMSUMMARY
The audit committee of the board of directors has appointed PricewaterhouseCoopersErnst & Young LLP independent registered public accountants, to audit our financial statements for the year ending December 31, 2019. During the year ended December 31, 2018, PricewaterhouseCoopers LLP(“EY”) served as our independent registered public accounting firm.
firm for the completion of our audit for the year ended December 31, 2021. In April 2022, the audit committee approved the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2022, and our board of directors has further directed that we submit the selection of our independent registered public accounting firm for 2022 for ratification by the stockholders at the Annual Meeting. Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of NanoString Technologies, Inc. and its stockholders. At the annual meeting of stockholders,Annual Meeting, the stockholders are being asked to ratify the appointment of PricewaterhouseCoopers LLPEY as our independent registered public accounting firm for the year ending December 31, 2019.2022. Our audit committee is submitting the selection of PricewaterhouseCoopers LLPEY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of PricewaterhouseCoopers LLPEY will be present virtually at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.
IfCHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On March 16, 2020, the audit committee approved the dismissal of PricewaterhouseCoopers LLP (“PwC”), as our independent registered public accounting firm effective March 16, 2020. EY’s engagement as our independent registered public accounting firm was effective March 19, 2020. Our stockholders do not ratifyratified the appointment of PricewaterhouseCoopersEY at last year’s annual stockholders meeting on June 16, 2021.
Information about Ernst & Young LLP
On March 16, 2020, the audit committee may reconsiderapproved the appointment.
Feesappointment of EY as our new independent registered public accounting firm, effective March 19, 2020 and the appointment was ratified by stockholders on June 16, 2020. During our fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through March 19, 2020, neither we nor anyone acting on our behalf consulted with EY regarding any of the Independent Registered Public Accounting Firmmatters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
EY’s reports on our financial statements and internal control over financial reporting for the year ended December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
Information about PricewaterhouseCoopers LLP
PwC’s reports on our financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During our two fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through March 16, 2020, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
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| 2022 PROXY STATEMENT | 29 | NanoString Technologies, Inc. |
During our fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through March 16, 2020, except as noted below, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 11, 2019 (“2018 Annual Report”), we identified a material weakness related to an ineffective control environment resulting from not having sufficient resources with an appropriate level of information technology controls knowledge, expertise and training commensurate with our financial reporting requirements. This material weakness contributed to additional material weaknesses in that we did not design and maintain effective information technology general controls, as well as certain controls related to creating and posting journal entries. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 (the “2019 Annual Report”), we identified material weaknesses related to an ineffective control environment resulting from not having sufficient resources with an appropriate level of controls knowledge, expertise and training commensurate with our financial reporting requirements. The deficiencies in the control environment contributed to additional material weaknesses in that we did not design and maintain effective information technology general controls, as well as certain controls related to creating and posting journal entries, as well as controls related to customer order entry, price and quantity during the product and services billing and revenue processes, and controls related to periodic inventory counts, receiving of inventory, and recording adjustments to inventory quantities. The subject matter of these reportable events was discussed by the audit committee with PwC. We authorized PwC to respond fully to the inquiries of EY concerning the subject matter of the reportable events.
We provided PwC with a copy of a Current Report on Form 8-K (the “Form 8-K”), which was filed with the SEC on March 20, 2020, and requested that PwC furnish us with a letter addressed to the SEC stating whether PwC agreed with the disclosures in the Form 8-K and, if not, stating the respects in which it did not agree. We received the requested letter from PwC and a copy of the letter, dated March 20, 2020, was filed as Exhibit 16.1 to the Form 8-K and such letter is incorporated by reference herein.
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table summarizes the fees billed or to be billed by PricewaterhouseCoopers LLP,EY, our independent registered public accounting firm, for the years ended 20182021 and 2017.2020.
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| | Year Ended December 31, |
| Fee Category | 2021 | 2020 |
| | |
Audit fees(1) | $ | 2,097,000 | | $ | 2,140,149 | |
| Audit-related fees | — | | — | |
| Tax fees | — | | — | |
All other fees(2) | 5,790 | | — | |
| Total fees | $ | 2,102,790 | | $ | 2,140,149 | |
|
| | | | | | | |
| | Year Ended December 31, |
| Fee Category | 2018 | | 2017 |
Audit fees (1) | $ | 2,651,523 |
| | $ | 1,113,568 |
|
| Audit-related fees | — |
| | — |
|
| Tax fees | — |
| | — |
|
All other fees (2) | 62,771 |
| | 161,819 |
|
| Total fees | $ | 2,714,294 |
| | $ | 1,275,387 |
|
2.All other fees include any fees billed that are not audit, audit-related, or tax fees. In 2021, these fees related primarily to accounting research software.
| |
(1)
| Audit fees relate to professional services provided in connection with the audit of our annual consolidated financial statements, review of our quarterly consolidated financial statements and our public offerings. In 2018, audit fees also relate to the audit of internal control over financial reporting. |
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(2)
| All other fees include any fees billed that are not audit, audit related, or tax fees. In 2018 and 2017, these fees related primarily to professional services provided in connection with the review of internal controls, processes and related systems over financial reporting designed by management, in addition to fees related to accounting research software. |
Auditor IndependenceAUDITOR INDEPENDENCE
In 2018,2021, there were no other professional services provided by PricewaterhouseCoopers LLPEY that would have required the audit committee to consider their compatibility with maintaining the independence of PricewaterhouseCoopers LLP.EY.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmAUDIT COMMITTEE POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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| NanoString Technologies, Inc. | 30 | 2022 PROXY STATEMENT |
Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. The audit committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings. In accordance with the foregoing, the committee has delegated to the chair of the audit committee the authority to pre-approve services to be performed by our independent registered public accounting firm and associated fees, provided that the chair is required to report any decision to pre-approve such audit-related or non-audit services and fees to the full audit committee for ratification at its next regular meeting. All fees paid to PricewaterhouseCoopers LLPEY for our fiscal year 20182021 were pre-approved by our audit committee or pre-approved by our audit chair and subsequently ratified by the audit committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERSERNST & YOUNG LLP.
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| 2022 PROXY STATEMENT | 31 | NanoString Technologies, Inc. |
PROPOSAL NO. 3
ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY"Advisory Vote on Compensation of Named Executive Officers (“Say-On-Pay”)
PursuantAt our 2019 annual meeting of stockholders, our board of directors recommended and our stockholders approved holding a non-binding advisory vote on the compensation of our named executive officers every one year. Accordingly, pursuant to Section 14A of the Exchange Act and in accordance with SEC rules, we are providing our stockholders with the opportunity to vote at the annual meeting of stockholdersAnnual Meeting on this advisory or non-binding resolution regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”). This say-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on us, the board of directors or the compensation committee. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which the compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond.
For more information about the compensation that we paid to our named executive officers during 2018,2021, as well as a description of our overall executive compensation philosophy and program, please refer to the “Executive Compensation” sections of this Proxy Statement, which we believe demonstratesdemonstrate that our executive compensation program was designed appropriately and is working to ensure management'smanagement’s interests are aligned with our stockholders'stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote "FOR"“FOR” the following advisory resolution at the 2019 annual meeting of stockholders:2022 Annual Meeting:
"“RESOLVED, that the stockholders of NanoString Technologies, Inc. approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for 2019the 2022 Annual Meeting of Stockholders, including the accompanying compensation tables and related narrative discussion, and other related disclosures."”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.
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| NanoString Technologies, Inc. | 32 | 2022 PROXY STATEMENT |
PROPOSAL NO. 4
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATIONApproval of the 2022 Equity Incentive Plan
Stockholders haveOur stockholders are being asked to approve a new 2022 Equity Incentive Plan (the “Plan”). Our current stockholder-approved equity plan, the opportunity2013 Equity Incentive Plan (the “2013 Plan”), currently is set to advise theexpire in 2023. Our board of directors has adopted the Plan, subject to approval from our stockholders at the Annual Meeting. If our stockholders approve the Plan, it will immediately replace the 2013 Plan, and the 2013 Plan will terminate immediately, and no further awards will be made under the 2013 Plan, but the 2013 Plan will continue to govern awards previously granted under it. If our stockholders do not approve the Plan, the 2013 Plan will remain in a non-binding vote, whether we should conduct an advisory (non-binding) vote to approve named executive officer compensation (that is, votes similar toeffect through the non-binding vote in Proposal No. 3 above) every one, two or three years.
While our compensation strategies are related to both the short-term and longer-term business outcomes, we realize that compensation decisions are made annually. We also believe that an annual advisory vote on named executive officer compensation will allow stockholders to provide us with more frequent direct feedback on our compensation disclosures and named executive officer compensation program.remainder of its term. The board of directors has determined that holding an advisory vote onit is in the best interests of the company to adopt the Plan and is asking our stockholders to approve the Plan. The company’s named executive officer compensation every year isofficers and directors have an interest in this proposal as they are eligible to receive equity awards under the most appropriate policyPlan.
PROPOSAL
We have historically provided stock options, restricted stock units and other types of equity awards as an incentive to our employees, directors and consultants to promote increased stockholder value. The board of directors and management believe that stock options, restricted stock units and other types of equity awards are one of the primary ways to attract and retain key personnel responsible for us at this time,the continued development and recommends that stockholders vote for future advisory votes on named executive officer compensationgrowth of our business, and to occur each year.motivate all employees to increase stockholder value. In addition, stock options, restricted stock units and other types of equity awards are considered a competitive necessity in the life sciences and biotechnology industries in which we compete.
The frequencyboard of directors believes that receives the highestcompany must offer a competitive equity incentive program if it is to continue to successfully attract and retain the best possible candidates for positions of substantial responsibility within the company. We intend to use this new plan to continue our current practice of granting equity or cash-settled awards to all of our employees worldwide. From March 2021 until March 31, 2022, our global workforce expanded by approximately 200 employees to a total headcount of approximately 790. The board of directors expects that the Plan will be an important factor in continuing to attract, retain and reward high caliber employees who are essential to our success and in providing incentive to these individuals to promote the success of the company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE 2022 EQUITY
INCENTIVE PLAN.
HIGHLIGHTS OF THE 2022 EQUITY INCENTIVE PLAN
The following number of votes castshares of our common stock will be deemedreserved for issuance under the Plan: (i) 2,500,000 shares, plus (ii) (A) any shares that, as of immediately before the termination or expiration of the 2013 Plan, have been reserved but not issued under any awards granted under the 2013 Plan and are not subject to beany awards granted thereunder, plus (B) any shares subject to awards granted under the frequency selected2013 Plan that, after the 2013 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the stockholders. Becausecompany due to failure to vest, with the maximum number of shares that may be added to the Plan under clause (ii) above equal to 6,814,978 shares.
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| 2022 PROXY STATEMENT | 33 | NanoString Technologies, Inc. |
The Plan includes several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices. These features are highlighted below, and are more fully described in the summary of the Plan further below in this voteproposal.
•No Evergreen. The Plan does not include an “evergreen” or other provision that provides for automatic increases in the number of shares available for grant under the Plan.
•No Repricing or Exchange of Awards. The Plan prohibits us from instituting a program to reduce the exercise price of outstanding awards or surrender or cancel outstanding awards for new awards and/or cash.
•No Discounted Options or SARs. All options and SARs must have an exercise or measurement price that is advisory, itat least equal to the fair market value of the underlying common stock on the date of grant.
•No Dividend on Unexercised Options or SARs. No dividends or other distributions will be paid with respect to shares that are subject to unexercised stock options or stock appreciation rights (“SARs”).
•Dividends on Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares Not Paid Until Award Vests. Dividends or other distributions payable with respect to shares subject to these awards will not be bindingpaid before and unless the underlying shares vest.
•Limit on Non-Employee Director Compensation. In any fiscal year, non-employee directors may not be granted awards and be provided cash retainers or annual or meeting fees for service as a non-employee director in amounts that collectively exceed the limits contained in the Plan.
•No Automatic Vesting of Awards in a Change in Control. The Plan does not provide for the automatic vesting of awards in connection with a change in control where a successor corporation assumes the awards. Instead, the Plan allows the Administrator (as defined below) to determine the treatment of awards in connection with a change in control, provided that if the successor corporation does not assume or substitute for an award, the award will fully vest. The Plan is administered by a committee of independent directors.
•Awards May Be Subject to Clawback. Each award under the Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that we are required to adopt under the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by applicable laws, and the Administrator may require a participant to forfeit, return or reimburse us all or a portion of the award and any amounts paid under the award, according to such clawback policy or in order to comply with applicable laws.
CONSIDERATIONS OF THE BOARD OF DIRECTORS IN MAKING ITS RECOMMENDATION
After the consideration and input of our compensation committee, our board of directors. However,directors approved the Plan and the number of shares of our common stock reserved under the Plan. The number of shares reserved under the Plan is proposed in order to give the board of directors and the compensation committee continued flexibility to grant stock options, restricted stock units and other types of equity awards.
The board of directors and management believe that granting equity awards motivates higher levels of performance, aligns the interests of employees and stockholders by giving employees the perspective of owners with equity stakes in the company, and provides an effective means of recognizing employee contributions to our success. The board of directors and management also believe that equity awards are of great value in recruiting and retaining highly qualified technical and other key personnel who are in great demand, as well as rewarding and encouraging current employees and other service providers. Finally, the board of directors and management believe that the ability to grant equity awards will considerbe important to our future success by helping us to accomplish these objectives.
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| NanoString Technologies, Inc. | 34 | 2022 PROXY STATEMENT |
If our stockholders approve the outcomePlan, we currently anticipate that the shares available under the Plan will be sufficient to meet our expected needs through 2023, depending on a variety of factors, including, but not limited to, stock price, hiring, and long-term incentive compensation mix. In determining the number of shares to be reserved for issuance under the Plan, the compensation committee and the board of directors also considered the following:
•Remaining Competitive by Attracting/Retaining Talent. As discussed above, the compensation committee and the board of directors considered the importance of an adequate pool of shares to attract, retain and reward our high-performing employees, especially since we compete with many biotechnology companies for a limited pool of talent. The company currently maintains the 2018 Inducement Equity Incentive Plan (the “Inducement Plan”) in addition to the 2013 Plan. The Inducement Plan is limited to grants made as a material inducement for new employment (or employment after a bona fide period of non-employment) with the company. Therefore, although the Inducement Plan is quite helpful in our efforts to grant new hire awards that may attract talent to the company, it is not sufficient for all our hiring, retention and compensation needs.
•Historical Grant Practices. The compensation committee and the board of directors considered the historical amounts of equity awards that we have granted in the past three years. In fiscal years 2021, 2020, and 2019, we granted equity awards representing a total of 3,383,238 shares.
•Forecasted Grants. As discussed above, the compensation committee and the board of directors anticipate that the proposed share reserve, based on projected share utilization will be sufficient for our equity award usage through at least 2023. In determining the projected share utilization, the compensation committee and the board of directors considered a forecast that included the following factors: (i) the approximately 3,119,676 unissued shares remaining under the 2013 Plan as of the stockholder vote, along with other relevant factors, in recommending a voting frequency to ourdate of the initial action by the board of directors.
You may cast your vote by choosing the option of one year, two years, three years, or abstain from voting in response to the resolution set forth below:
“RESOLVED, that the option of once every year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which NanoString Technologies, Inc. is to hold an advisory vote by stockholdersdirectors to approve the Plan; (ii) the anticipated growth in our employee base; (iii) the approximately 7,171 unissued shares remaining under the Inducement Plan as of the date of the initial action by the board of directors to approve the Plan, and the limited nature of the grants that may be awarded under the Inducement Plan; (iv) the additional 2,500,000 shares that would be available for grant under the Plan, if the stockholders approve the Plan; and (v) the estimated cancellations and forfeitures returned back to the 2013 Plan.
•Proxy Advisory Firm Guidelines. Because of our significant institutional stockholder base, the compensation committee and the board of named executivedirectors also considered the relevant guidelines from proxy advisory firms. Our three-year average burn rate and the dilution relating to the initial share reserve is within such guidelines.
SUMMARY OF THE 2022 EQUITY INCENTIVE PLAN
The following is a summary of the principal features of the Plan and its operation. The summary is qualified in its entirety by reference to the Plan as set forth in Appendix A.
General
The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants who perform services to the company, and to promote the success of the company’s business. These incentives are provided through the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares.
Authorized Shares
Subject to the adjustment provisions contained in the Plan, stockholders are being asked to approve the reservation of the following number of shares of our common stock for issuance under the Plan: (i) 2,500,000 shares, plus (ii) (A) any shares that, as of immediately before the termination or expiration of the 2013 Plan, have been reserved but not issued under any awards granted under the 2013 Plan and are not subject to any awards granted thereunder, plus (B) any shares subject to awards granted under the 2013 Plan that, after 2013 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the company due to failure to vest, with the maximum number of shares that may be added to
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| 2022 PROXY STATEMENT | 35 | NanoString Technologies, Inc. |
the Plan under clause (ii) above equal to 6,814,978 shares. In addition, shares may become available for issuance under the Plan as described in the next paragraph. The shares may be authorized, but unissued, or reacquired common stock. As of April 21, 2022, the number of shares subject to awards outstanding under the 2013 Plan and the 2004 Stock Option Plan was 3,674,107 shares.
If any award granted under the Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the company due to failure to vest, then the unpurchased or forfeited or repurchased shares subject to such award will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to stock appreciation rights, only shares actually issued (i.e., the net shares issued) pursuant to a stock appreciation right will cease to be available under the plan; all remaining shares under stock appreciation rights will remain available for future grant or sale under the plan (unless the plan has terminated). If shares issued under restricted stock, restricted stock units, performance shares or performance units are repurchased by or forfeited to the company due to failure to vest, such shares will become available for future grant under the Plan. Shares acquired pursuant to Awards used to pay the exercise price or purchase price of an award or to satisfy the tax withholding obligations of an award will become available for future grant or sale under the Plan. If an award is paid out in cash rather than shares, the number of shares available for issuance under the Plan will not be reduced. Shares repurchased by the company on the open market using the proceeds from the exercise of an award will not become available for future grant under the Plan.
Adjustments to Shares subject to the Plan
In the event of any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of the company, or other change in the corporate structure affecting our common stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the numerical share limits in the Plan.
Administration
The Plan will be administered by the board of directors, any committee of the board of directors, or a committee of individuals satisfying applicable laws appointed by the board of directors or a duly authorized committee of the board of directors in accordance with the terms of the Plan (the “Administrator”). In the case of transactions, including grants to certain officers and key employees of the company, intended to qualify, as exempt under Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), the members of the committee must qualify as “non-employee directors” under Rule 16b‑3 of the Exchange Act.
Subject to the terms of the Plan, the Administrator has the authority to interpret and administer the Plan, including but not limited to, the authority, in its discretion, to select the employees, consultants, and directors who will receive awards, to determine the terms and conditions of awards, to modify or amend each award (subject to the restrictions of the Plan), including to accelerate vesting or waive forfeiture restrictions, to extend the post-service exercise period applicable to an award, and to interpret the provisions of the Plan and outstanding awards. The Administrator may allow a participant to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non-U.S. laws, easing administration of the Plan, or qualifying for favorable tax treatment under applicable non-U.S. laws and may make all other determinations deemed necessary or advisable for administering the Plan. The Administrator may temporarily suspend the exercisability of an award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with applicable laws, provided that such suspension must be lifted before the expiration of the maximum term and post-service exercisability period of an award, unless doing so would not comply with applicable laws. The Administrator may not institute an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have a higher or lower exercise price and/or different terms), awards of a different type and/or cash, (ii) which participants have the opportunity to transfer outstanding awards to a financial institution, or (iii) the exercise price of an outstanding award is reduced.
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| NanoString Technologies, Inc. | 36 | 2022 PROXY STATEMENT |
Eligibility
Awards may be granted to employees, directors and consultants of the company and employees and consultants of any parent or subsidiary corporation of the company. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of the company or any parent or subsidiary corporation of the company. As of April 21, 2022, approximately 777 employees, 10 non-employee directors, and 15 consultants were eligible to participate in the Plan. As of the same date, the closing price of a share of our common stock as reported on The Nasdaq Global Market was $19.75.
Stock Options
Each option granted under the Plan will be evidenced by a written or electronic agreement between the company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the Plan.
The exercise price per share of each option may not be less than the fair market value of a share of our common stock on the date of grant. However, an exception may be made for any options that are granted in substitution for options held by employees of companies that the company acquires in a manner consistent with Section 424(a) of the Code. In addition, any incentive stock option granted to an employee who, at the time of grant, owns stock representing more than 10% of the total combined voting power of all classes of stock of the company or any parent or subsidiary corporation of the company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options that first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of our common stock is the closing price of our stock on any established stock exchange or national market system on the applicable date.
The Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when the company receives the notice of exercise and full payment for the shares to be exercised, together with any applicable tax withholdings.
Options will be exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement but will not be more than 10 years, provided that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding 5 years.
The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of exercise applicable to each option following a service provider’s cessation of service. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her option for (i) 3 months following his or her cessation of service for reasons other than death or disability, and (ii) 12 months following his or her cessation of service due to disability or following his or her death while holding the option. An award agreement may provide for an extension of a post-service exercise period upon a cessation of service for reasons other than death or disability if the exercise of the option following such cessation of service would result in liability under Section 16(b) of the Exchange Act or would violate the registration requirements under the Securities Act.
Restricted Stock Awards
Awards of restricted stock are rights to acquire or purchase shares, which vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each restricted stock award granted will be evidenced by a written or electronic agreement between the company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the Plan. Restricted stock awards may be subject to vesting conditions if and as the Administrator specifies, and the shares acquired may not be transferred by the participant until vested. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (company-wide, departmental, divisional, business unit or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
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| 2022 PROXY STATEMENT | 37 | NanoString Technologies, Inc. |
Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed before the participant’s cessation of service. Unless the Administrator provides otherwise, and subject to the general rules in the Plan related to dividends (described below), participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the underlying shares and dividends or other distributions payable with respect to shares subject to awards will not be paid before and unless the underlying shares vest. The Administrator may, in its sole discretion, reduce or waive any restrictions and may accelerate the time at which any restrictions will lapse or be removed.
Restricted Stock Units
The Administrator may grant restricted stock units which represent a right to receive shares at a future date as set forth in the proxy statementparticipant’s award agreement. Each restricted stock unit granted under the Plan will be evidenced by a written or electronic agreement between the company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the Plan. Restricted stock units may be settled, in the sole discretion of the Administrator, in shares, cash or a combination of both.
Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria (if any) the Administrator may establish are achieved or the awards otherwise vest. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion, which, depending on the extent to which they are met, will determine the number of restricted stock units to be paid out to participants.
After the grant of a restricted stock unit award, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement. The Administrator in its sole discretion may pay earned restricted stock units in cash, shares of our common stock, or a combination of cash and shares.
Stock Appreciation Rights
A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of our common stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the Plan will be evidenced by a written or electronic agreement between the company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the Plan.
The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price by (ii) the number of exercised shares. The company may pay the appreciation in cash, in shares, or in some combination thereof. The term of a stock appreciation right will be set forth in the award agreement but will not be more than 10 years. The terms and conditions relating to NanoString'sthe period of exercise following a cessation of service with respect to options described above also apply to stock appreciation rights.
Performance Units and Performance Shares
Performance units and performance shares may also be granted under the Plan. Performance units and performance shares are awards that will result in a payment to a participant only if the performance goals or other vesting criteria (if any) the Administrator may establish are achieved or the awards otherwise vest. Each award of performance units or shares granted under the Plan will be evidenced by a written or electronic agreement between the company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the Plan. Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination thereof. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific
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| NanoString Technologies, Inc. | 38 | 2022 PROXY STATEMENT |
performance objectives (company-wide, departmental, divisional, business unit or individuals goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion, and which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants.
After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.
Non-Employee Director Limitations
The Plan provides, in any fiscal year, that no non-employee director may be granted equity awards (the value of which will be based on their grant date fair value determined in accordance with GAAP) and be provided any cash retainers or annual or meeting fees for service as a non-employee director in amounts that, in the aggregate, exceed $750,000, except that such amount will be increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. Any equity awards or other compensation provided to an individual while he or she was an employee, or while he or she was a consultant but not a non-employee director, will not count for purposes of these limitations.
Dividends
Dividends or other distributions payable with respect to shares subject to equity awards will not be paid before and unless the underlying shares vest, and will be subject to the same forfeitability provisions as the underlying shares. No dividends or other distributions will be paid with respect to shares that are subject to unexercised options or stock appreciation rights, although this rule will not preclude the Administrator from exercising its powers and authority under the adjustment, liquidation and merger and change in control provisions of the Plan.
Transferability of Awards
Unless determined otherwise by the Administrator and subject to the terms of the Plan, awards granted under the Plan generally are not transferable other than by will or by the laws of descent and distribution, and all rights with respect to an award granted to a participant generally will be available during a participant’s lifetime only to the participant.
Dissolution or Liquidation
In the event of the company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicable before the effective date of such proposed transaction. An award will terminate immediately before consummation of such proposed action to the extent the award has not been previously exercised or vested.
Change in Control
The Plan provides that, in the event of a merger of the company with or into another corporation or entity or a “change in control” (as defined in the Plan), each award will be treated as the Administrator determines without a participant’s consent, including, without limitation, that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation or its affiliate with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant, that the participant’s awards will terminate upon or immediately before the consummation of such merger or change in control; (iii) outstanding awards will vest and become exercisable, realizable or payable or restrictions applicable to an award will lapse, in whole or in part, before or upon consummation of such merger of change in control, and, to the extent the Administrator determines, terminate upon or immediately before the effectiveness of such merger or change in control; (iv) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the company without payment), or (B) the replacement of such award with other rights or property selected by the
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| 2022 PROXY STATEMENT | 39 | NanoString Technologies, Inc. |
Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted by the Plan, the Administrator will not be obligated to treat all awards, all awards held by a participant, all awards of the same type, or all portions of awards, similarly in the transaction.
If the successor corporation does not assume or substitute for the award (or portion thereof), the participant will fully vest in and have the right to exercise the participant’s outstanding options and stock appreciation rights (or portion thereof) that is not assumed or substituted for, all restrictions on restricted stock, restricted stock units, performance shares and performance units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such awards with performance-based vesting (or portions thereof), all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the company or any of its subsidiaries or parents. In addition, unless specifically provided otherwise by the Administrator or under the applicable award agreement or other written agreement authorized by the Administrator between the participant and the company or any of its subsidiaries or parents, if an option or stock appreciation right (or portion thereof) is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right (or its applicable portion) will terminate upon the expiration of such period.
Forfeiture Events
The Administrator may specify in an award agreement that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. Awards will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that we are required to adopt under the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by applicable laws. The Administrator may require a participant to forfeit, return or reimburse us all or a portion of the award and any amounts paid under the award, according to such clawback policy or in order to comply with applicable laws.
Termination or Amendment
The Plan will automatically terminate 10 years from the date of its initial adoption by the board of directors in 2022, unless terminated at an earlier time by the Administrator. The Administrator may amend, alter, suspend or terminate the Plan at any time, provided that the company will obtain stockholder approval of any amendment to the extent approval is necessary and desirable to comply with any applicable laws. No amendment, alteration, suspension or termination will materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administrator.
Key Differences From the 2013 Plan
The Plan is substantively similar to the 2013 Plan in most respects, but there are some material differences between the Plan and the 2013 Plan, including: (i) unlike the 2013 Plan, the Plan does not contain an annual “evergreen” provision that automatically increases the number of shares available for issuance each year; (ii) the Plan does not include per-person share limits in the 2013 Plan, in light of recent amendments to Section 162(m) of the Code (although the Plan includes limits with respect to non-employee directors described above); (iii) unlike the 2013 Plan, the Plan explicitly includes the ability to provide for an extension of an option’s post‑service exercise period upon certain cessations of service if the exercise of the option following such cessation of service would result in certain types of liability or would violate securities laws; and (iv) each award under the Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that we are required to adopt under the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by applicable laws, and the Administrator (as defined below) may require a participant to forfeit, return or reimburse us all or a portion of the award and any amounts paid under the award, according to such clawback policy or in order to comply with applicable laws.
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| NanoString Technologies, Inc. | 40 | 2022 PROXY STATEMENT |
FEDERAL TAX ASPECTS
The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.
Incentive Stock Options
An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the company will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by the company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.
The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.
Nonstatutory Stock Options
Options not designated or qualifying as incentive stock options will be nonstatutory stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonstatutory stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to the company with respect to the grant of a nonstatutory stock option or the sale of the stock acquired through such grant.
Stock Appreciation Rights
In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.
Restricted Stock Awards
A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment
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| 2022 PROXY STATEMENT | 41 | NanoString Technologies, Inc. |
taxes. The participant may elect, under Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired through a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Restricted Stock Units
There generally are no immediate tax consequences of receiving an award of restricted stock units. A participant who is awarded restricted stock units generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Administrator or a participant. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.
Performance Units and Performance Shares
A participant generally will recognize no income upon the grant of a performance share or a performance unit award. Upon the settlement of such awards, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any cash or nonrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.
Section 409A
Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be before the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. The company will also have withholding and reporting requirements with respect to such amounts.
Medicare Surtax
A participant’s annual “net investment income”, as defined in Section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the “Medicare Surtax”). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the Plan. Whether a participant’s net investment income will be subject to the Medicare Surtax will depend on the participant’s level of annual income and other factors.
Tax Effect for the Company
The company generally will be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000.
NUMBER OF AWARDS GRANTED TO EMPLOYEES, CONSULTANTS, AND DIRECTORS
The number of awards that an employee, director or consultant may receive under the Plan is in the discretion of the Administrator and therefore cannot be determined in advance. The following table sets forth (i) the aggregate number of shares of our common stock subject to options, stock appreciation rights, RSUs, and performance-based restricted stock units (“performance stock units” or
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| NanoString Technologies, Inc. | 42 | 2022 PROXY STATEMENT |
“PSUs”) granted under the 2013 Plan and/or Inducement Plan to our NEOs and the below-listed groups during the last fiscal year (no other types of awards were granted to such individuals during the last fiscal year), (ii) the average per share exercise price of such options or stock appreciation rights, and (iii) the dollar value of such RSUs and PSUs based on their aggregate grant date fair value determined pursuant to FASB ASC Topic 718. In the case of the directors who are not executive officers (as a group), such information reflects the awards received under the director compensation policy that was in effect in 2021. The director compensation policy was amended in April 2022 to increase the annual equity award values for non-employee directors, as further detailed in the “Director Compensation Program” section of this proxy.
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| Name of Individual or Group | Number of Shares Subject to Options | Weighted Average Per Share Exercise Price of Options | Number of Shares Subject to SARs | Weighted Average Per Share Exercise Price of SARs
($) | Number of RSUs | Number of PSUs at Target | Dollar Value of Equity Awards(1) ($) |
| | | | | | | |
| R. Bradley Gray President, Chief Executive Officer and Director | — | N/A | — | N/A | 24,189 | 24,189 | 3,236,972 | |
| K. Thomas Bailey, Chief Financial Officer | — | N/A | — | N/A | 8,293 | 8,293 | 1,109,770 | |
| Joseph M. Beechem, Chief Scientific Officer and Senior Vice President, Research and Development | — | N/A | — | N/A | 8,293 | 8,293 | 1,109,770 | |
| J. Chad Brown, Former Senior Vice President, Sales and Marketing | — | N/A | — | N/A | 8,293 | 8,293 | 1,109,770 | |
| All executive officers, as a group | — | N/A | — | N/A | 49,068 | 49,068 | 6,566,282 | |
| All directors who are not executive officers, as a group | — | N/A | — | N/A | 39,416 | — | 2,323,052 | |
| All employees and consultants who are not executive officers, as a group | — | N/A | 8,508 | 44.97 | | 417,325 | 43,533 | 28,532,274 | |
(1) Reflects the aggregate grant date fair value of the equity awards computed in accordance with FASB ASC Topic 718.
REQUIRED VOTE
The approval of the NanoString Technologies, Inc. 2022 Equity Incentive Plan must receive the affirmative vote of a majority of the shares present virtually in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered votes cast and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of Stockholdersthis proposal.
SUMMARY
We believe strongly that approval of the Plan is essential to our continued success and ability to compete for talent in the labor markets in which we operate. Our employees are one of our most valuable assets. Stock options and other awards such as those provided under the caption “Executive Compensation,” includingPlan are vital to our ability to attract and retain outstanding and highly skilled individuals. Such awards also are crucial to our ability to motivate employees to achieve the section captioned “Compensation Discussion and Analysis,”company’s goals. For the tabular disclosure regarding executive compensation, andreasons stated above, the accompanying narrative disclosure.”stockholders are being asked to approve the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF ONCE EVERY “ONE YEAR” | | | | | | | | |
| 2022 PROXY STATEMENT | 43 | NanoString Technologies, Inc. |
FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Boardboard of Directorsdirectors is comprised solely of independent directors and operates under a written charter which is reviewed on an annual basis and amended as necessary by the Boardboard of Directorsdirectors upon recommendation by the Audit Committee. The composition of the audit committee,Audit Committee, the attributes of its members and the responsibilities of the audit committee,Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees.
The Audit Committee appoints an accounting firm as our independent registered public accounting firm. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible for our internal controls and the financial reporting process. The Audit Committee is responsible for monitoring and overseeing these processes.
The Audit Committee held ninesix meetings during 2018.2021. The meetings were designed to provide information to the Audit Committee necessary for it to conduct its oversight function of the external financial reporting activities and audit process of our company, and to facilitate and encourage communication between the Audit Committee, management and our independent registered public accounting firm PricewaterhouseCoopers LLP.for fiscal year 2021, Ernst & Young LLP (“EY”). Management represented to the Audit Committee that our financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the audited financial statements for fiscal year 20182021 with management and the independent registered public accounting firm. The Audit Committee also instructed the independent registered public accounting firm that the Audit Committee expects to be advised if there are any subjects that require special attention.
During the year ended December 31, 2019, management identified deficiencies in certain of its information technology general controls (including logical user access and program change management), journal entry review controls, revenue controls, and inventory existence controls that it believed to be material weaknesses. To remediate the material weaknesses, management designed and implemented a number of new processes and controls in 2019 and, in 2020, management added additional controls and further enhanced and revised the design of these existing controls in a number of areas, including:
•Enhancement of our procedures executed by our Change Control Board process which was implemented in 2019 in order to validate that all relevant changes to key systems were subject to review prior to deployment;
•Improvement and refinement of controls implemented in 2019 related to our review of users with access to its key financial systems, specifically to validate and evidence that all users were subject to review and access was appropriate;
•Refining our review of user access controls which restrict system users from having access to create and post journal entries;
•Improvement of our policies and training of our employees around the execution of internal controls over inventory existence, primarily associated with the annual physical inventory counting process; and
•Enhancing the design of internal control procedures to ensure the completeness, occurrence and accuracy of customer order entry processes, and validation of price and quantity during customer billing and revenue recognition.
During the fourth quarter of 2020, management successfully completed the testing necessary to conclude that the controls were operating effectively and concluded that the material weaknesses had been remediated.
EY’s reports on our financial statements and internal control over financial reporting for the year ended December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
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| NanoString Technologies, Inc. | 44 | 2022 PROXY STATEMENT |
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| | | | |
| | | | |
| l | REPORT OF THE AUDIT COMMITTEE | | |
The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC.
The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm, PricewaterhouseCoopers LLP,EY, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP thatEY their firm’s independence.
Based on its review of the audited financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 for filing with the SEC.
The Audit Committee of the Board of Directors of NanoString Technologies, Inc.:
Elisha W. Finney (Chair)
Gregory NordenJanet George
Don R. Kania
Charles P. Waite
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| 2022 PROXY STATEMENT | 45 | NanoString Technologies, Inc. |
PROPOSAL NO. 5
Advisory Vote on Stockholder Proposal to Elect Each Director Annually
In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. As explained below, the board of directors has determined to make no recommendation either in favor of, or opposed to, the stockholder proposal.
James McRitchie (the “Proponent”), 9295 Yorkship Court, Elk Grove, CA 95758, a beneficial owner of the company’s common stock on the date the proposal was submitted, has notified the company of his intent to present the following proposal at the Annual Meeting.
PROPOSAL
RESOLVED: NanoString Technologies, Inc. (“Company”) shareholders ask that our Company take all the steps necessary to reorganize the Board of Directors into one class with each director subject to election each year for a one-year term so that all directors are elected annually within 6 years.
STOCKHOLDER'S SUPPORTING STATEMENT
Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”
Almost 90% of S&P 500 and Fortune 500 companies have adopted this vital reform. Annual elections are widely viewed as a best practice. Most investors believe annual election of each director makes directors more accountable, thereby improving performance and increasing company value.
Shareholder resolutions on this topic won 16 of 18 votes at companies in 2019, 2020, and 2021, most by a wide margin.
According to, BlackRock: “Directors should be elected annually to discourage entrenchment and allow shareholders sufficient opportunity to exercise their oversight of the board.” Vanguard generally votes for proposals to declassify an existing board and votes against management or shareholder proposals to create a classified board.
According to Equilar, a trusted leader for corporate leadership data; “A classified board creates concern among shareholders because poorly performing directors may benefit from an electoral reprieve. Moreover, a fraternal atmosphere may form from a staggered board that favors the interests of management above those of shareholders. Since directors in a declassified board are elected and evaluated each year, declassification promotes responsiveness to shareholder demands and pressures directors to perform to retain their seat. Notably, proxy advisory firms ISS and Glass Lewis both support declassified structures.”
Consider our company’s overall corporate governance: We cannot call special meetings, nominate through proxy access, and certain amendments require a supermajority. Our company's technology is second to none. Our corporate governance should meet the same high standards.
Enhance Shareholder Value. Vote FOR Elect Each Director Annually – Proposal 5
COMPANY'S STATEMENT
The board of directors has carefully considered the stockholder proposal submitted by the Proponent and has determined to make no recommendation either in favor of, or opposed to, the foregoing proposal.
While our board of directors has determined not to make a recommendation either in favor of or opposed to the foregoing proposal, the board of directors recognizes that there are benefits to a classified structure such as promoting board continuity and stability,
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| NanoString Technologies, Inc. | 46 | 2022 PROXY STATEMENT |
encouraging directors to take a long-term perspective, and reducing a company’s vulnerability to coercive takeover tactics. The board of directors also recognizes, however, that a classified structure may appear to reduce directors’ accountability to stockholders, since such a structure does not enable stockholders to express a view on each director’s performance by means of an annual vote.
THE BOARD OF DIRECTORS MAKES NO RECOMMENDATION REGARDING THIS STOCKHOLDER PROPOSAL.
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| 2022 PROXY STATEMENT | 47 | NanoString Technologies, Inc. |
EXECUTIVE OFFICERS
The following table sets forth the names, ages and positions of our executive officers as of April 22, 2019. Officers are elected by the board of directors to hold office until their successors are elected and qualified.
|
| | | | | | | |
| Name | | Age | Position |
| Position | |
| R. Bradley Gray | | 42 | 45 | President, Chief Executive Officer and Director |
| K. Thomas Bailey | | 50 | 53 | Chief Financial Officer |
Mary Tedd Allen, Ph.D. | | 56 | | Senior Vice President, Operations |
| Joseph M. Beechem, Ph.D. | 64 | 61 | | Chief Scientific Officer and Senior Vice President, Research and Development |
J. Chad BrownJohn D. Gerace | 58 | 61 | | Senior Vice President, Sales and MarketingChief Commercial Officer |
David W. Ghesquiere | | 52 | | Senior Vice President, Corporate & Business Development |
(1)We note for clarity that J. Chad Brown does not appear in this table. As previously disclosed in our Current Report on Form 8-K filed on January 10, 2022, Mr. Brown, who was our Senior Vice President, Sales and Marketing, and a Named Executive Officer in 2021, as further detailed in the "Executive Compensation" section of this proxy, notified us of his intent to retire from the company effective no later than March 16, 2023 and transitioned to the non-executive officer position of Senior Advisor effective January 7, 2022. The board of directors appointed John D. Gerace as the company’s Chief Commercial Officer effective January 6, 2022.
There are no family relationships among any of the directors or executive officers.
Executive OfficersEXECUTIVE OFFICERS
R. Bradley GrayGray.. See “Board of Directors and Corporate Governance — Continuing Directors” for Mr. Gray’s biographical information.”
K. Thomas Bailey has served as Chief Financial Officer since January 2018. Prior to joining our company, Mr. Bailey was Chief Financial Officer at AgaMatrix Holdings LLC, a developer, manufacturer and marketer of medical technologies for diabetes care, from March 2014 to January 2018. Prior to joining AgaMatrix, Mr. Bailey served as Chief Executive Officer of Angiotech Pharmaceuticals, a developer, manufacturer and marketer of local drug, drug delivery and medical device technologies, from October 2011 to October 2013, and served as Angiotech’s Chief Financial Officer from December 2005 to October 2011. During his time as CFO of Angiotech, Mr. Bailey directed a restructuring of Angiotech’s debt obligations pursuant to the Canadian Creditors Arrangement Act in 2011, with recognition of the restructuring pursuant to Chapter 15 under U.S. law. Mr. Bailey also serves as a Director of AgaMatrix Holdings, SCP Interventional Radiology LLC and The Homestretch Foundation, and previously served as a Director of AgaMatrix Holdings LLC, Angiotech Pharmaceuticals, LifeCare Management Services and OncoGenex Inc. Previously, Mr. Bailey served as a Director in the health care investment banking group at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette. Mr. Bailey received an A.B. in economics from Harvard University in 1990 and an M.B.A. from Harvard Business School in 1995.
Mary Tedd Allen, Ph.D. has served as Senior Vice President, Operations since May 2017, and previously served as our Vice President of Operations from February 2016 to May 2017, and as our Vice President of Manufacturing from March 2007 to February 2016. Prior to joining our company, Dr. Allen served as the Director of Research and Programs at the Washington Technology Center, Washington state’s non-profit technology-based economic development enterprise, from February 2006 to February 2007. Before joining the Washington Technology Center, Dr. Allen was Vice President of the Advanced Manufacturing and Development group at Applied Biosystems, a publicly-traded biotechnology company acquired by Invitrogen in November 2008 to form Life Technologies, from February 2002 to August 2005. Dr. Allen has more than 20 years of experience managing product development and manufacturing groups for both semiconductor and biotech applications. She received a B.A. in Chemistry from Mount Holyoke College and a Ph.D. in Chemistry from the University of Rochester.
Joseph M. Beechem, Ph.D. has served as Senior Vice President of Research and Development since April 2012.2012 and as Chief Scientific Officer since October 2019. Prior to joining our company, Dr. Beechem held various positions at Life Technologies, a publicly-tradedpublicly traded biotechnology tools company, most recently as Vice President, Head of Advanced Sequencing and Head of Global Sequencing Chemistry, Biochemistry and Biophysics from January 2010 to April 2012. From December 2007 to December 2012, he served as Chief Technology Officer of Life Technologies. During his career at Life Technologies, he led the design and development of multiple genetic analysis technologies, the latest advanced SOLiD sequencing technology and the single molecule nano-DNA sequencing technology. Prior to joining Life Technologies, Dr. Beechem was Chief Scientific Officer at Invitrogen, a publicly-tradedpublicly traded biotechnology company that acquired Applied Biosystems in November 2008 to form Life Technologies, from August 2003 to December 2007 and Director of Biosciences at Molecular Probes, a biotechnology company acquired by Invitrogen in 2003, from August 2000 to August 2003. Prior to his industry experience, Dr. Beechem led an NIH-funded research laboratory for 11 years as a tenured associate professor at Vanderbilt University. He has authored or co-authored more than 100 peer-reviewed papers in
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| NanoString Technologies, Inc. | 48 | 2022 PROXY STATEMENT |
diverse fields such as biomathematics, physics, chemistry, physiology, spectroscopy, diagnostics and biology. Dr. Beechem is also named on nearly 40 U.S. patents or patent applications and has served on a number of editorial and scientific advisory boards. He received a B.S. in Chemistry and Biology from Northern Kentucky University and a Ph.D. in Biophysics from The Johns Hopkins University.
J. Chad BrownJohn D. Gerace has served as Senior Vice President, Sales and MarketingChief Commercial Officer since July 2017.January 2022. Prior to joining our company, Mr. BrownGerace served as president of DiaSorin Molecular, LLC, the Presidentglobal molecular diagnostics business unit of DiaSorin SpA, from May 2017 to July 2021. Before DiaSorin, from February 2014 to May 2017, he was president and Headco-founder of Commercial Operations for North America for Qiagen N.V. from AugustCalabri Biosciences LLC, a consulting firm managing a portfolio of assets related to mobile healthcare diagnostics and monitoring. From April 2015 to March 2016.December 2016, Mr. Gerace served as president and CEO of Freedom Meditech, an early commercial-stage medical device company that he staged and sold to Trividia Health, a subsidiary of SinoCare, Inc. From JulyJune 2007 until August 2015, Mr. Brown heldto February 2014, he served in a seriesvariety of commercial leadership positionsroles at Roche Diagnostics Corporation inApplied Biosystems/Life Technologies, including VP and GM of the PCR Systems business unit from June 2007 to September 2010 and later, from April 2011 to February 2014, as head of the Applied SciencesMarkets business unit, comprising of food safety, animal health, and Centralized Diagnostics divisions, including as VP of Marketingforensic science market segments. Before Life Technologies, Mr. Gerace spent 14 years at Beckman Coulter in various sales, marketing, and VP of Sales for Centralized Diagnosticsbusiness development leadership roles. Mr. Gerace holds B.S. degrees in Chemistry and as the National Director of Sales for Genomic Systems. Previously, he held a series of sales leadership positions in medical device and healthcare companies, including Rotech Healthcare from March 2003 to December 2005, Apria Healthcare Group from January 1998 to March 2003, Chiron Diagnostics from January 1990 to January 1998, and Humana from January 1981 to January 1990. Mr. Brown earned his BS degree in Health Services AdministrationBiological Sciences from the University of Kentucky.
David W. Ghesquiere has served as Senior Vice President, Corporate & Business Development since November 2013. Prior to joining our company, Mr. Ghesquiere was the founderCalifornia at Irvine with honors and managing director of Adrenaline Venture & Advisory LLC, an international advisory firm, from August 2012 to November 2013. Prior to founding Adrenaline Venture & Advisory, Mr. Ghesquiere served as Senior Vice President, Corporate & Business Development at Dendreon Corporation, a biotechnology company, from 2011 to 2012. From 2005 to 2010, Mr. Ghesquiere held a variety of executive positions at OSI Pharmaceuticals, acquired by Astellas Pharma in 2010, including Senior Vice-President of Corporate & Business Development and Managing Director of OSI Investment Holdings GmbH and OSI Investment Management GmbH, OSI’s wholly owned, Switzerland-based subsidiaries, where he played a key role in establishing OSI’s venture capital arm. Earlier in his career, Mr. Ghesquiere served as Director of Global Business Development for Aventis Pharmaceuticals, which merged with Sanofi in 2004, and worked in product marketing at Johnson & Johnson. Mr. Ghesquiere received an M.B.A. from Pepperdine University. He currently serves on the boards of directors for the Iacocca Family Foundation, The UC Irvine Foundation, and University of Western Ontario’s Ivey School of Business and a B.A. in economics from The University of Western Ontario.Lab Partners.
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| 2022 PROXY STATEMENT | 49 | NanoString Technologies, Inc. |
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
We became a public company in June 2013 and have filed our proxy statements since then under the scaled reporting rules applicable to emerging growth companies. Beginning in 2019 we are no longer an emerging growth company and this year’s Part III of Form 10-K and proxy statement relating to the 2019 meeting of stockholders now include additional details as follows:
This Compensation Discussion and Analysis or (“CD&A;
An additional year of reporting history, and reporting on compensation for two additional Named Executive Officers, or NEOs, in our Summary Compensation Table; and
Additional compensation disclosure tables for “Grants of Plan-Based Awards,” “Option Exercises,” and “Potential Change-in-Control and Severance Benefits” which are included in the “Executive Compensation” section&A”) provides an overview of our Annual Report on Form 10-Kexecutive compensation philosophy, the objectives of our executive compensation program and each compensation component that we provide. In addition, we explain how and why our compensation committee arrived at specific compensation policies and decisions involving our named executive officers for the fiscal year ended December 31, 2018 and this proxy statement.
In addition, this year’s proxy statement will include:
An advisory vote on2021. This CD&A is intended to be read in conjunction with the tables which immediately follow which include historical context of executive compensation; and
An advisory vote on the frequency on which we will hold our “say on pay” vote.pay.
Our Named Executive Officers or NEOs,(“NEOs”) for 20182021 were as follows:
R. Bradley Gray, our | | | | | |
| Name | Position |
| |
| R. Bradley Gray | President, Chief Executive Officer and Director |
| K. Thomas Bailey | Chief Financial Officer |
| Joseph M. Beechem | Chief Scientific Officer and Senior Vice President, Research and Development |
| J. Chad Brown | Senior Advisor (Former Senior Vice President, Sales and Marketing)* |
*Mr. Brown notified us of his intent to retire from the company effective no later than March 16, 2023 and Chief Executive Officer;
K. Thomas Bailey, our Chief Financial Officer;
Mary Tedd Allen, ourhas transitioned to the non-executive officer position of Senior Vice President of Operations;
Joseph M. Beechem, our Senior Vice President of Research and Development; and
David W. Ghesquiere, our Senior Vice President of Corporate and Business Development.Advisor effective January 7, 2022.
Executive Summary
2018 Business Highlights 2021 was a year in which our commercial momentum and leadership in spatial biology resulted in GeoMx Digital Spatial Profiler (DSP) revenue growth of almost 50% for the full year and strong early demand for our new CosMx Spatial Molecular Imager (SMI) ahead of the planned commercial launch of that system expected in late 2022. Our full-year nCounter sales for 2021 returned to pre-pandemic levels, demonstrating healthy demand for the platform. Our expanding portfolio of spatial biology solutions covers the full spectrum of applications across discovery and translational research, putting us in position for continued growth in the rapidly expanding spatial biology market. As part of our continued emphasis on pay-for-performance, PSU awards, which vest contingent upon achieving revenue goals, accounted for half of our executives’ equity grant values in 2021.
During 2018, we achieved several important milestones | | | | | | | | |
| NanoString Technologies, Inc. | 50 | 2022 PROXY STATEMENT |
2021 BUSINESS HIGHLIGHTS
| | |
| Executing Our Strategy |
|
•Grew installed base of GeoMx DSP systems to approximately 255 systems at December 31, 2021, representing 96% growth over the prior year. •Partnered with Leica, a division of Danaher, to provide a fully automated workflow for using the Leica Bond RX system to prepare slides for GeoMx DSP. •Secured customer orders for 20 CosMx SMI systems and announced the initiation of a formal pre-order program for CosMx SMI with first shipments expected in late 2022. •Grew installed based to approximately 1,050 nCounter systems, representing 11% growth over 2020. •Continued growth of peer-reviewed publications, with approximately 90 peer-reviewed GeoMx publications and over 5,200 nCounter publications as of December 31, 2021. •Ended 2021 with cash, cash equivalents and short-term investments of $348.9 million. |
Total Stockholder Returns
Our total stockholder return outpaced the Nasdaq Biotechnology Composite index over three-year and five-year periods as shown below:
| | | | | | | | | | | |
| Total Annualized Shareholder Return |
| 1-, 3- and 5-Year Periods as of 12/31/2021 |
| n NanoString Technologies, Inc. | n NASDAQ Biotechnology | |
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| 2022 PROXY STATEMENT | 51 | NanoString Technologies, Inc. |
HOW OUR PAY PROGRAM WORKS
We believe that the design and structure of our pay program, and in particular our incentive plans, support our business strategy and organizational objectives while successfully aligning executive focus and interest with that of stockholders. The financial plans, includingand operational achievements listed above would not be possible without our talented executive team. Our compensation programs are designed to attract, motivate and retain these executives, motivating them to achieve our business goals and rewarding them for superior short- and long-term performance. All pay elements, and the following:safeguards and governance features of the program, have been carefully chosen and implemented to align with our pay philosophy and objectives.
Achieved productIn doing so, we have selected the following framework to achieve these objectives:
| | | | | |
| Base Salary | Base salaries are set to be competitive within our industry and used to attract and retain our talented executive team. Base salaries are fixed pay set with consideration for, among other things, an individual’s responsibilities, market data and individual contribution. |
| Annual Cash Incentives | The annual cash incentive award plan is intended to motivate and reward our executives for the achievement of certain strategic, financial and operational goals of the company, as well as individual performance. |
| Long-Term Equity Incentives | Long-term equity awards reward executives for delivering long-term stockholder value, while also providing a retention vehicle for our top executive talent. In 2021, equity awards were delivered as a 50/50 mix of RSUs and PSUs. |
TARGET PAY MIX
Consistent with our objective of aligning executive pay with our short- and service revenue for fiscal year 2018long-term performance, and to align the interests of $83.5 million (on a GAAP basis), a 16% increase over 2017 productmanagement and service revenue.
Increased installed basestockholders, executive compensation packages are designed to approximately 730 nCounter Analysis Systems, an increaseprovide the majority of approximately 21% since year-end 2017.
Shipped our first beta GeoMx DSP, our newest product offering, duringexecutive compensation in the fourth quarter.
Announced that the GeoMx Priority Site program for customers was over-subscribed, yielding pre-orders for more than 30 instruments.
Executed an underwritten public offeringform of variable, at-risk, incentive pay. In 2021, 85% of our stockCEO’s target pay and 75% of the target pay of our other NEOs was variable in July 2018 for $53.8 million in net proceeds.
Entered into a new term loan agreement for $100 millionkeeping with Cap Royalty Group.
Ended 2018 with cash, cash equivalents and short-term investments of $94.0 million.
The operational achievements highlighted above resulted in a total shareholder return of approximately 100% (2x stock price increase) from the beginningour commitment to the end of 2018.
2018 Executive Compensation Highlights
During 2018, we continued to follow the executive compensation policies and procedures that we put in place in connection with becoming a public company, including:
Emphasis on pay for performance:Ourour pay-for-performance philosophy. The compensation committee is focused on ensuring that a significant portion ofdoes not have any formal policies for allocating total compensation for our NEOs is performance-based. For 2018,among the variable compensation awarded to our NEOs ranged from 37% to 60% of each NEO’s total targeted annual compensation. For the fiscal year 2019,various components. Instead, the compensation committee has approveduses its judgment, in consultation with its independent compensation consultant, to establish an appropriate balance of short-term and long-term compensation for each NEO. The balance may change from year to year based on corporate strategy and objectives, among other considerations.
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| NanoString Technologies, Inc. | 52 | 2022 PROXY STATEMENT |
For 2021, our NEOs had the addition of performance-based stock units as a new componentfollowing target pay mix:
| | | | | |
CEO Pay Mix(1) | Other NEO Pay Mix(1) |
| |
(1)Excludes the impact of the equityprior year stock program,award modifications.
COMPENSATION GOVERNANCE
The compensation committee regularly reviews best practices in additionexecutive compensation and uses the following guidelines to the time-based stock options and restricted stock units which have historically been granted.
design our compensation programs:
•No guaranteed compensationcompensation: :Although we have signed employment agreements with each of our NEOs, all of these agreements provide for “at will” employment, and none of these agreements provides any guarantees relating to salary increases or the amounts of incentive pay or equity awards.
•Reasonable severance and targeted change in control benefits: The employment agreements we have with our NEOs do not provide for “single trigger” benefits upon a change in control that do not require termination of employment. These employment agreements require that the NEO’s employment be terminated by us without “cause” or the NEO resign for “good reason” in order for the NEO to receive severance benefits, whether in connection with a change in control or otherwise. Likewise, equity awards to these NEOs contain “double trigger” provisions in order for the vesting of these awards to accelerate in connection with a change in control.
•Independent compensation consultant: Our compensation committee engages its own independent compensation consultant, which provides the compensation committee with valuable data regarding market compensation trends and guidance to the compensation committee about executive compensation programs in general.
•No tax gross ups.ups: We do not provide tax gross ups to any of our NEOs.
•Perquisites: We do not provide any special perquisites to any of our NEOs.
•Policy against speculative trading:hedging and pledging: Our insider trading policy prohibits our executives from engaging in “hedging” or “pledging” transactions with respect to our common stock.
•Risk analysis.analysis: We believe the structure of our executive compensation program motivates our executives to make thoughtful, appropriate decisions with measured risks balanced by appropriate rewards for the company.
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| 2022 PROXY STATEMENT | 53 | NanoString Technologies, Inc. |
•Stock Ownership Guidelines: Under our stock ownership guidelines, our CEO is required to hold 3x his base salary, and our Senior Vice Presidents are each required to hold 1x his or her base salary, within five years from the later of February 2020 (date of policy adoption) and the date such person first becomes subject to the policy.
2021 SAY ON PAY VOTE RESULTS
At our 2021 annual meeting, our non-binding advisory vote on our 2020 executive compensation (commonly referred to as a “say-on-pay” vote) received approximately 98% of the votes cast in support of the proposal (excluding broker non-votes and abstentions). In light of such support, we have maintained an executive compensation program in 2021 that is generally consistent with our program from the previous year.
Compensation Objectives and Philosophy
The objectives of our executive compensation program are as follows:
•Recruit, motivate and retain highly qualified executive officers who possess the skills and leadership necessary to sustain a high-growth business;
•Reward our executives for achieving or exceeding short-term individual and company goals that drive our growth;
•Provide long-term retention and incentives to our executives that align their interests with the long-term interests of our company and our stockholders, thereby incentivizing management to increase stockholder value; and
•Provide compensation packages that are competitive, reasonable and fair relative to peers and the overall market.market that facilitate executive retention.
Processes and Procedures for Compensation Decisions
The Compensation Committee’s Process and the Role of the CEOTHE COMPENSATION COMMITTEE’S PROCESS
Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. In carrying out these responsibilities, our compensation committee reviews and approves the compensation for our NEOs, including developing the appropriate corporate goals and objectives for these executives and assessing performance against these goals and objectives. The compensation committee also provides oversight of our overall compensation policies, plans and benefit programs, and overall compensation philosophy.
At the beginning of each year, the compensation committee meets and approves strategic, operational and financial objectives for the company, or the Corporate Goals, for the upcoming year. The Corporate Goals are developed by Mr. Gray, the NEOs and the other members of the executive team and Mr. Gray presents them to the committee for approval. Each NEO also proposes his or her own individual goals for the applicable year, in consultation with Mr. Gray, which are primarily comprised of subsets of the Corporate Goals for which each NEO is primarily responsible. These individual goals are also factored into the final assessment of each NEO’s performance for that year. Shortly after the end of the year, the compensation committee evaluates the performance of our NEOs against the previous year’s Corporate Goals and individual goals. The level of achievement of the Corporate Goals and individual goals are considered, along with input from Mr. Gray, and our VP of Human Resources, in determining payments to be made under the company’s incentive compensation program for the completed year.
As part of the annual executive compensation setting process, Mr. Gray (with the support of our VPVice President of Human Resources)Resources and our Senior Vice President, Human Resources and Legal Affairs) makes recommendations to our compensation committee regarding short- and long-term compensation for all NEOs (other than himself) based on corporate and individual performance, and market trends. Our compensation committee then reviews the recommendations, as well as the input and data from Aon, the compensation committee’s independent compensation consultant, and makes decisions as to total compensation, as well as each individual compensation component, for each of these NEOs. No NEO participates in portions of any meetings during which decision are made regarding his or her own compensation.
With respect to the compensation for Mr. Gray, the compensation committee consults with our VPVice President of Human Resources, as well as the independent compensation consultant,Aon, and reviews the data provided by the consultant, to make decisions regarding Mr. Gray’s performance, individual components of his compensation and total compensation. Mr. Gray does not participate in the portions of any meeting during which decisions are made regarding his compensation.
Role of the Compensation Consultant and Use of a Peer Group
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| NanoString Technologies, Inc. | 54 | 2022 PROXY STATEMENT |
ROLE OF THE COMPENSATION CONSULTANT
The compensation committee is authorized to retain the services of one or more executive compensation consultants, in connection with the establishment of our compensation programs and related policies. From 2012 to October 2018, Arnosti Consulting, Inc. served as the compensation committee’s compensation consultant, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. In late 2018,Starting in 2019, the compensation committee selected Radford as itshas retained the services of Aon, an independent executive compensation consultant, due to replace Arnosti Consulting.its extensive analytical and compensation expertise in the life sciences industry.
AtAon advises the beginningcompensation committee on compensation matters related to the executive and director compensation programs, including, among other things:
•executive and director market pay analysis;
•reviewing and suggesting changes to our compensation peer group;
•development and refinement of 2018, Arnosti Consulting assistedexecutive pay programs and governance practices; and
•preparing this Compensation Discussion and Analysis and other proxy statement disclosures.
The compensation committee has the sole authority to engage and terminate Aon’s services, as well as to approve its compensation. Aon reported to the compensation committee and had direct access to the chairperson and the other members of the compensation committee.
The compensation committee conducted a specific review of its relationship with Aon in 2021 and determined that Aon’s work for the compensation committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.
USE OF A PEER GROUP
To assess the competitiveness of our executive compensation program and compensation levels, our compensation committee examines the competitive compensation data for senior executives of our peer companies.
Each year, Aon assists us in developing aour peer group. In September and October 2020, Aon qualitatively evaluated and refined the pool to identify each company’s business focus and corporate strategy, where publicly disclosed. Aon then selected companies that were similar to us at that time (some of them have experienced substantial changes in their market capitalization since then), taking into consideration the business focus, financial profile and stage of development for each company. In addition, the compensation committee also considered our 2019 peer group and Aon’s recommendations regarding inclusion of those companies, along with the guidelines used by certain proxy advisory firms in selecting peer companies to help us determinefor us. Based on its analysis and Aon’s recommendations, in October 2020, the appropriate level of overall compensation for our NEOs and other executive officers, as well as assess each separate element of compensation,committee approved the following 2021 peer group companies using the following criteria:
•Industry — U.S.-based life sciences companies, with a goal of ensuring that the compensation we offer to our NEOs and other executive officers is competitive and fair. For fiscal year 2018, our peer group for compensation decisions consisted of the following companies in the biotechnology orfocus on life sciencesscience tools and services industries, each of which had less than $510 million in commercial product revenue and market capitalizations (30-day average as of January 11, 2019)diagnostic companies where possible
•Revenue — generally ranging from $150$50 million to $2.4 billion:$300 million
•Market Capitalization — generally ranging from $500 million to $4 billion
•Headcount — generally ranging from 150 to 1,500 full time employees
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| 2022 PROXY STATEMENT | 55 | NanoString Technologies, Inc. |
|
| | | | | | | | | | | | | |
Accelerate Diagnostics, Inc. | OraSure Technologies, Inc. | | | |
Fluidigm Corp. | Oxford Immunotec Global Plc | | | |
| l | EXECUTIVE COMPENSATION | | |
Using these criteria, Aon recommended removing four companies used for the 2020 peer group, three of which were deemed to have become outliers based on the selection criteria and one of which had been acquired, and adding four new companies based on the identified criteria. The following 22 companies were approved by the compensation committee to comprise our 2021 peer group:
| | | | | | | | |
| 10X Genomics* | GenMark Diagnostics, Inc. | Pacific Biosciences of California, Inc.* |
GenomicAccelerate Diagnostics, Inc. | Guardant Health, Inc. | Quidel Corp. |
Luminex Corp. | T2 Biosystems,Personalis, Inc. |
| Adaptive Biotechnologies | Invitae Corporation | Quanterix Corporation |
| CareDx, Inc. | Luminex Corporation | Repligen Corporation* |
| Castle Biosciences, Inc.* | Meridian Bioscience, Inc. | Twist Bioscience Corporation |
| Cerus Corporation | Natera, Inc. | Veracyte, Inc. |
Natera,Codexis, Inc. | NeoGenomics, Inc. | |
| Fluidigm Corp. | Orasure Technologies, Inc. | |
| *New in 2021 | | |
In addition to the peer group data, Arnosti Consulting also provided the compensation committee with data from Radford compensation studies for companies in the life sciences and biotechnology industries for positions that are comparable to those of our NEOs and other members of our executive team. Our compensation committee finds comparative data from our peer group and the RadfordAon survey data to be useful in setting and adjusting executive compensation, and uses it primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers. The compensation committee has not adopted any formal benchmarking guidelines and retains the discretion to set levels of executive compensation above or below peer levels. The compensation committee looks to factors such as individual performance and contribution to theour company, the need to retain particular talent, the retention risk for an executive, an executive’s level of experience and responsibilities and comparability of roles within other peer companies.
Elements and Analysis of Named Executive Officer Compensation
The key elements of our executive compensation program for our NEOs consists of:are:
•base salary;
•annual cash incentive compensation;
•long-term equity incentive awards; and
•severance and change in control-related benefits.
Our NEOs are also eligible to participate in the employee benefit programs that we make available to all full time employees, including medical and dental coverage, life and disability insurance, flexible spending accounts, a 401(k) plan and an employee stock purchase plan. The NEOs’ participation in these programs is on the same terms and conditions as those offered to our other full time employees.
BASE SALARIES
Base Salaries
We provide base salariessalary represents the fixed portion of our executives’ compensation, which we view as an important element to our NEOs to compensate them for services rendered on a day-to-day basis. Each NEO’s base salary is typically set based on competitive market considerationsattract, retain and his or her level, responsibilities, experience, and skill set.motivate highly talented executives. Historically, we have not applied specific formulas to determine changes in base salary. Rather, the base salaries of our NEOs (other than our CEO) have been reviewed on an annual basis by our CEO and our compensation committeecommittee. Each NEO’s base salary is typically set based on theircompetitive market considerations and his or her level, responsibilities, experience, with respect to setting salary levels,and skill set. These considerations are supplemented by market data provided by the compensation
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| NanoString Technologies, Inc. | 56 | 2022 PROXY STATEMENT |
committee’s independent compensation consultant and assessments of the performance of the NEOs.individual performance. The base salary of our CEO is reviewed by the compensation committee annually based on the same factors and inputs.
In setting NEO base salaries for 2018, our compensation committee reviewed the peer group data provided by Arnosti Consulting as well as performance achievement against the 2017 corporate and individual goals. The compensation committee did not review Mr. Bailey’s salary as he had joined the company in January 2018. Based on the peer company data and Radford data, the compensation committee found that theaforementioned considerations, executive base salaries for our NEOs were within the competitive rangeadjusted from 2020 levels effective as of the 50th to 60th percentile. Based on that information and the company performance of 50% of achievement of the 2017 Corporate Goals, the compensation committee chose not to make any changes to NEO base salaries for 2018 from 2017 levels.March 1, 2021 as follows:
| | | | | | | | | | | |
| Base Salary | |
| Name | 2021 | 2020 | % Change |
| | | |
| R. Bradley Gray | $645,000 | $618,000 | 4.4% |
| K. Thomas Bailey | $437,000 | $422,000 | 3.6% |
| Joseph M. Beechem | $437,000 | $407,000 | 7.4% |
| J. Chad Brown | $422,000 | $407,000 | 3.7% |
|
| | | | |
| Name | | 2018 Base Salary |
| R. Bradley Gray | | $ | 565,000 |
|
| K. Thomas Bailey | | 400,000 |
|
| Mary Tedd Allen | | 320,000 |
|
| Joseph M. Beechem | | 385,000 |
|
| David W. Ghesquiere | | 375,000 |
|
Annual Cash Incentive CompensationANNUAL CASH INCENTIVES
Our incentive compensation plan provides our NEOs with annual cash incentive awards based on ourthe achievement of our Corporate Goals and(as described below) as well as individual goal achievement.goals. For each NEO, the target bonus opportunity is determined as a percentage of his or her base salary (as indicated in the table below), which was established for 20182021 by the compensation committee in consultation with Arnosti Consulting,Aon, based on peer group data, historical performance and internal equity considerations.
At the beginning of each year, the compensation committee meets and approves strategic, operational and financial objectives for our company (our “Corporate Goals”), for the upcoming year, as developed by our NEOs and other members of the executive team. Each NEO also proposes his own individual goals for the applicable year, in consultation with Mr. Gray, which are primarily comprised of subsets of the Corporate Goals for which each NEO is primarily responsible.
We established our annual incentive compensation program in order to motivate our executives to achieve short-term financial and business objectives, reflecting our “pay for performance” culture and resulting in a significant portion of NEO compensation tying directly to their individual and Companycompany achievements. The program also helps us to remain competitive with our peer companies, which generally offer an annual incentive opportunity as a standard element of compensation. 2018
2021 Incentive Opportunities
Each NEO’s annual cash incentivesincentive award for 2021 was based on his achievement against the Corporate Goals and his individual goals, with these components weighted for each NEO as follows:
| | | | | | | | | | | |
| Name | Target Opportunity (as a % of base salary) | Weightings |
| Corporate Goals | Individual Goals |
| | | |
| R. Bradley Gray | 85% | 100% | — |
| K. Thomas Bailey | 50% | 75% | 25% |
| Joseph M. Beechem | 50% | 75% | 25% |
| J. Chad Brown | 50% | 50% | 50% |
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| 2022 PROXY STATEMENT | 57 | NanoString Technologies, Inc. |
The Corporate Goals were paidweighted very heavily for each NEO (and, in Mr. Gray’s case, comprised the entirety of his annual incentive award opportunity), because our NEOs are in the first quarterposition to influence and drive our overall performance and stockholder value, and therefore the compensation committee believed it appropriate that most of 2019 basedtheir annual incentive be awarded on 2018 performance.this basis. The target opportunity percentage weighting mix between Corporate Goals and individual goals for each NEO in 2021 remained the same for each as in 2020.
2021 Performance Goals and Achievement
At the beginning of 2018,2021, the compensation committee met and approved the Corporate Goals for 2018.2021. These Corporate Goals were developed and proposed to the compensation committee by Mr. Gray, the NEOs and the other members of the company's executive team. Each Corporate Goal was assigned a percentage weighting toward the overall Corporate Goal component of the NEO’s annual incentive, as shown in the table below. Each member of the executive team also developed and proposed his or her own individual goals for 2018,2021, in consultation with Mr. Gray. The Corporate Goals and individual goals were set at levels intended to be challenging but attainable with one or two “stretch” goals that would be harder to achieve. For example,attainable. During 2021, the product and service revenue Corporate Goal was considered a “stretch” goal as it would require double digit product and service revenue growth over 2017 performance. The compensation committee consideredactively monitored the appropriateness and leveleffect of challenge attached to the proposed goals, and approved them as presented. Each NEO’s annual incentive award for 2018 was basedCOVID-19 pandemic on his or herthe achievement againstof the Corporate Goals and his or her individual goal, with these components weighteddecided not to make any changes to the Corporate Goals.
for each NEO as follows: Mr. Gray, 100% Corporate Goals; Mr. Bailey, 75% Corporate Goals/25% individual goals; Dr. Allen, 75% Corporate Goals/25% individual goals, Dr. Beechem, 75% Corporate Goal/25% individual goals, and Mr. Ghesquiere, 75% Corporate Goals/25% individual goals. The Corporate Goals were weighted very heavily for each NEO (and, in Mr. Gray’s case, comprised the entirety of his annual incentive award opportunity), because our NEOs are in the position to influence and drive overall Company performance and stockholder value, and therefore the compensation committee believed it appropriate that most of their annual incentive be awarded on this basis.CORPORATE GOALS AND ATTAINMENT
At the beginning of 2019,2022, the compensation committee reviewed the performance of our NEOs against the 20182021 Corporate Goals. Management presented its self-scoring of the Corporate Goals for 2021 to the compensation committee with a scoring of 85% at the low end and based on90% at the significant advances we made against those goals, along with the overachievement on some goals,high end. The compensation committee reviewed management’s recommendations and determined the overall Corporate Goal achievement at 129.5%, which87% for 2021. The material components of the 2021 Corporate Goals and corresponding performance evaluations the led to the compensation committee rounded tocommittee's determination of the overall achievement of 130%. In particular,score are summarized in the committee recognized the company’s success in achieving double digit growth for producttable below. Revenue and service revenue in each quarter of 2018.
Corporate Goal Attainment (Revenue and gross margin in this chart areoperating expenses were as determined on a GAAP basis)basis and recorded in the company’s financial audited financial statements,
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GOAL 1 Deliver Compelling Revenue Growth (30% weighting) | Material Goals and Objectives | Performance Evaluation |
1.Grow Product & Service Revenue to $161M for 2021 | 1.Achieved Product & Service Revenue of $144M |
| Attainment: 75% / 22.5 points |
| | | | | | | | |
| Material Goals and Objectives | Performance Evaluation |
GOAL 2
Protect and Grow
Core Business | Return nCounter Business to Pre-Pandemic Growth (10% weighting) |
1.Maintain sales of nCounter systems at 2020 levels | 1.Target exceeded: 122 nCounter systems sold |
2.Deliver nCounter life sciences consumables pull-through at 2020 levels | 2.Achieved 91% of targeted nCounter consumables pull-through |
3.Launch 5 new nCounter gene expression panels | 3.Achieved commercialization of 5 new gene expression panels |
4.Maintain timelines for next generation nCounter development | 4.Partially achieved |
5.Meet shipping goals for nCounter SPRINT in Q1 and Q2; re-establish inventory and availability of nCounter SPRINT by end of Q3 | 5.Achieved |
| Attainment: 75% / 7.5 points |
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| Goal | Explanation | | Weighting (%) | | Attainment Percentage/Evaluation of Performance | | Resulting Incentive Weight (%) |
| Return Core Business to Compelling Growth | Grow product and service revenue to $85.8 million for 2018 and increase product and service revenue each quarter by at least 10% year over year | | 35% | | 110%: Achieved $83.5 million in product and service revenue; exceeded 10% growth in product and service revenue in all quarters, with substantial overachievement in two of the four quarters | | 39% |
| Extend Leadership in Oncology Research & Diagnostics | Deliver specified revenue amounts for oncology panels and Prosigna; launch new panels; advance development of LymphMark assay; enter into a companion diagnostic partnership with a biopharma company; and publish immuno-oncology papers from academic collaborations | | 15% | | 100%: Oncology product and service revenue goals exceeded; new Breast Cancer 360 and Car-T panels launched; LymphMark studies progressed; four immuno-oncology publications; biopharma partnership signed but not for a companion diagnostic | | 15% |
| Drive nCounter into New Therapeutic Areas and Applications | Launch new neuro-inflammation and autoimmune profiling panels and achieve revenue goals for those panels and systems | | 10% | | 90%: significant growth in non-oncology instrument and consumables sales; new neuro-inflammation and autoimmune panels launched | | 9% |
| Launch Digital Spatial Profiling (DSP) System under Early Access | Place DSP beta systems and achieve a certain amount of revenue in DSP early access sales prior to commercial launch in 2019 | | 15% | | 200%: beta system placement and presales substantially exceeded expectations | | 30% |
| Advance Hyb & Seq Toward 2020 Commercial Launch | Develop prototype systems and complete sequencing chemistry | | 10% | | 70%: Technical achievements reached but full commercial launch delayed until 2021 | | 7% |
| Rebuild Trust with Investors | Meet or exceed investor growth expectations in each quarter; deliver gross margin of 57%; secure financing to end the year with access to adequate cash to fund growth | | 15% | | 200%: exceeded investor growth expectations in each quarter; achieved 57% gross margin; follow on equity offering completed and new term loan facility in place; ended the year with $94.0 million in cash and cash equivalents | | 30% |
| | | | 100% | | | | 130% |
| | | | | | | | |
| Material Goals and Objectives | Performance Evaluation |
GOAL 2
Protect and Grow
Core Business | Drive GeoMx DSP Adoption Across Discovery and Translational Research (10% weighting) |
1.Book orders for target number of GeoMx instruments | 1.Partially achieved |
2.Increase orders for GeoMx Technology Access Program projects | 2.Partially achieved |
3.Exit 2021 with robust GeoMx instrument sales funnel | 3.Partially achieved |
4.Increase GeoMx consumables pull-through per system by 35% | 4.Goal exceeded; GeoMx consumables pull-through increased by approximately 65% |
5.Generate $6 million in Whole Transcriptome Atlas (WTA) revenue | 5.Exceeded WTA revenue target at 122% to plan |
| Attainment: 75% / 7.5 points |
GOAL 2
Protect and Grow
Core Business | Strengthen GeoMx Performance and Capabilities (10% weighting) |
1.Improve GeoMx performance by end of 2021 | 1.Achieved GeoMx performance improvement targets |
2.Reduce frequency of GeoMx customer helpline calls by targeted amount | 2.Target exceeded |
3.Improve incoming QC first pass yield | 3.Achieved |
4.Launch Human WTA and Mouse WTA and next version of GeoMx software | 4.Achieved |
5.Release alpha version of cloud-based image storing and sharing by end of 2021 and production release on track for Q2 2022 | 5.Partially achieved |
6.Expand number of antibodies validated for protein readout using next generation sequencing | 6.Achieved |
7.Complete technology transfer of protein assays to manufacturing | 7.Achieved |
8.Implement scalable and cost-effective custom antibody labeling process for deployment in 2022 | 8.Achieved; new process exceeded targets |
9.Transfer production of RNA Assays from pilot scale to full manufacturing | 9.Achieved |
| Attainment: 100% / 10 points |
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| 2022 PROXY STATEMENT | 59 | NanoString Technologies, Inc. |
| | | | | | | | |
| Material Goals and Objectives | Performance Evaluation |
GOAL 2
Protect and Grow
Core Business | Broaden Awareness and Influence of NanoString's Spatial Biology Franchise (5% weighting) |
1.Double digital advertising impressions, double SEO traffic, and achieve 50% media share of voice | 1.Achieved |
2.Submit 55 GeoMx DSP papers for publication | 2.Achieved |
3.Submit GeoMx WTA methods manuscript for publication | 3.Achieved |
4.Partner with a consortium to promote NanoString awareness/use and advance spatial best practices | 4.Achieved |
5.Establish or expand partnerships to strengthen NanoString's spatial leadership | 5.Goal exceeded |
6.Establish one high profile biopharma partnership in spatial biology | 6.Partially achieved; applicable collaborations established, but not publicized |
7.Establish or expand a partnership to seed the spatial clinical market | 7.Achieved |
8.Achieve 400 enrollments in NanoU customer training programs | 8.Goal far exceeded with 1,700 customers enrolled |
| Attainment: 120% / 6 points |
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GOAL 3
Shape and Expand into New Markets | Material Goals and Objectives | Performance Evaluation |
| Advance the Spatial Molecular Imager, Positioning It as the Category-Leader (15% weighting) |
1.Receive first alpha CosMx SMI instrument and initiate HW & SW integration | 1.Partially achieved |
2.Meet major performance requirements of commercial SMI RNA assay | 2.Exceeded with achievement of 100% of performance requirements |
3.Demonstrate proof of concept for protein assay and algorithm on track for 100-plex | 3.Achieved; 100-plex protein assay included in manuscript |
4.Launch CosMx SMI Technology Access Program by Q2 2021 and build out SMI TAP capacity | 4.Achieved |
5.Complete initial CosMx SMI TAP projects | 5.Partially achieved |
6.Submit definitive CosMx SMI manuscript for publication | 6.Achieved |
7.Submit CosMx SMI papers resulting from TAP collaborations | 7.Not achieved, with drafts prepared, but not submitted |
8.Generate initial SMI instrument orders | 8.Goal exceed with 20 CosMx instrument orders |
9.Provide future product roadmap to Board | 9.Achieved |
| Attainment: 100% / 15 points |
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| NanoString Technologies, Inc. | 60 | 2022 PROXY STATEMENT |
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GOAL 4
Strengthen Execution and Profitability | Material Goals and Objectives | Performance Evaluation |
| Advance Toward Sustainable World-Class Execution and Operations (10% weighting) |
1.Maintain high employee engagement (measured by employee survey) and low turn-over | 1.Achieved; engagement level maintained and voluntary attrition level goal exceeded |
2.90% of employees have professional development plans and/or career interest discussions | 2.Partially achieved |
3.Each Employee Resource Group to conduct three professional development events | 3.Exceeded |
4.Have diverse candidate slates and interview panels for open roles at level of supervisor and above | 4.Achieved (90% diverse slates for supervisor and above) |
5.No material weaknesses in financial controls | 5.Achieved (no material weaknesses in financial controls) |
6.Implement new CRM system before end of 2021 at or under budget | 6.Achieved |
| Attainment: 100% / 10 points |
GOAL 4
Strengthen Execution and Profitability | Continue the March Toward Breakeven (10% weighting) |
1.Deliver gross margins at or above targeted level | 1.Not achieved |
2.Maintain 2021 Operating Expenses (excluding depreciation and stock comp) at $155M or below | 2.Exceeded |
3.Lay groundwork for partially-integrated in-house manufacturing of nCounter Digital Analyzer | 3.Achieved |
4.Achieve COGS target for WTA assays | 4.Exceeded; process resulted in COGS of WTA products substantially better than target |
5.Meet or beat Wall Street expectations each quarter | 5.Company's financials for Q3 2021 did not meet Wall Street analyst consensus estimates |
| Attainment: 80% / 8 points |
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| 2022 PROXY STATEMENT | 61 | NanoString Technologies, Inc. |
INDIVIDUAL GOALS AND ATTAINMENT
In addition, the compensation committee reviewed the performance of each NEO against the individual goals of each NEO set at the beginning of 20182021 and determined each NEO’s achievement. A description of the material individual goals and the percentage achievement of the individual goals are as follows:
Individual Goal Attainment (Revenue and gross margin in this chart are on a GAAP basis) | | | | | | | | |
| Named Executive Officer | Individual Goals | Attainment Percentage |
| | |
| R. Bradley Gray | None (performance based 100% on attainment of Corporate Goals) | n/a |
| K. Thomas Bailey | Goals related to: Finance and Accounting organizational and process improvements; improvements in gross margins and operating expenses; investor relations; IT organization development and system implementations; concluding certain financing matters; business development; and SOX. | 88% |
| Joseph M. Beechem | Goals related to: protecting and growing our core business; product development for the GeoMx Digital Spatial Profiler and CosMx Spatial Molecular Imager; broadening the awareness and influence of our spatial biology franchise, including through publications; and expanding into new markets. | 96% |
| J. Chad Brown | Goals related to: product and service revenue growth to $161M for 2021; protecting and growing our core business; broadening awareness and influence of our spatial biology franchise; expanding into new markets; and strengthening and executing profitability, including goals related to marketing initiatives and events and corporate rebranding. | 80% |
|
| | | | | |
| Named Executive Officer | Individual Goals | | Attainment Percentage | | Weighting as a % of Total Bonus |
| R. Bradley Gray | None | | n/a | | —% |
| K. Thomas Bailey | Financing; investor relations; year-end cash; Finance process improvements; gross margin of 57%
| | 150% | | 25% |
| Mary Tedd Allen | Activities to support revenue growth; gross margin of 57%; supplier management; quality system to support regulatory submissions for companion diagnostics; ISO recertification; improvements in shipment and service response times | | 90% | | 25% |
| Joseph M. Beechem | Specified progress in product development for GeoMx Digital Spatial Profiler, Hyb & Seq and panels
| | 90% | | 25% |
| David Ghesquiere | Execute collaborations and partnerships relating to companion diagnostics, GeoMx and Hyb and Seq
| | 80% | | 25% |
Based on the level of achievement of the Corporate Goals and individual goals and the weighting of such goals for each NEO (100% corporate goals for Mr. Gray, 75% corporate goals/25% individual goals for Messrs. Bailey and Beechem and 50% corporate goals/50% individual goals for Mr. Brown), the compensation committee then approved payment of the bonuses based on the salaries approved by the compensation committee effective March 1, 2021 as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Target Opportunity | Achievement | 2021 Earned Awards |
| Name | 2021 Base Salary ($) | (as % of base salary) | Target
($) | Corporate | Individual | As % of Target | Actual
($) |
| | | | | | | |
| R. Bradley Gray | $ | 645,000 | | 85% | $ | 548,250 | | 87% | n/a | 87% | $ | 476,978 | |
| K. Thomas Bailey | $ | 437,000 | | 50% | $ | 218,500 | | 87% | 88% | 87% | $ | 190,641 | |
| Joseph M. Beechem | $ | 437,000 | | 50% | $ | 218,500 | | 87% | 96% | 89% | $ | 195,011 | |
| J. Chad Brown | $ | 422,000 | | 50% | $ | 211,000 | | 87% | 80% | 84% | $ | 176,185 | |
|
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| | | | | | Corporate Bonus | | Individual Bonus | | Total Bonus |
| Named Executive Officer | 2018 Base Salary | | Target as a % of salary | | Weight | | Attain. | | Value | | Weight | | Attain. | | Value | | Actual | Target | Percent |
| R. Bradley Gray | $ | 565,000 |
| | 85 | % | | 100 | % | | 130 | % | | $ | 624,325 |
| | — | % | | n/a |
| | n/a |
| | $ | 624,325 |
| $ | 480,250 |
| 130 | % |
| K. Thomas Bailey | 400,000 |
| | 50 | % | | 75 | % | | 130 | % | | 195,000 |
| | 25 | % | | 150 | % | | $ | 75,000 |
| | 270,000 |
| 200,000 |
| 135 | % |
| Mary Tedd Allen | 320,000 |
| | 45 | % | | 75 | % | | 130 | % | | 140,400 |
| | 25 | % | | 90 | % | | 32,400 |
| | 172,800 |
| 144,000 |
| 120 | % |
| Joseph M. Beechem | 385,000 |
| | 50 | % | | 75 | % | | 130 | % | | 187,688 |
| | 25 | % | | 90 | % | | 43,312 |
| | 231,000 |
| 192,500 |
| 120 | % |
| David Ghesquiere | 375,000 |
| | 50 | % | | 75 | % | | 130 | % | | 182,813 |
| | 25 | % | | 80 | % | | 37,500 |
| | 220,313 |
| 187,500 |
| 118 | % |
Long Term Equity Incentive AwardsLONG TERM EQUITY INCENTIVES
We have established a long-term equity incentive program to motivate our NEOs to increase stockholder value, and to achievereward our executives for achieving long-term corporate objectives. We feel strongly that granting stock-based awards to our executives promotes alignment of their interests with those of stockholders by allowing them to participate in, and rewarding them for, long-term appreciation of our stock. The compensation committee also considers the three-year vesting conditions on these awards to serve an important retention function for our NEOs. In addition, our compensation committee believes that this program is necessary to be and remain competitive with our peer companies and in the industries in which we compete for talent. Equity grants are made in connection with the hiring of an NEO, and also typically are awarded on an annual basis in the first quarter of each fiscal year.
From the founding of the company until 2015, we granted only stock options to employees with the exercise price set as the fair market value on the date of grant and vesting 25% on the first anniversary of the grant date, following by monthly vesting in equal increments over the following three years, generally with “double trigger” acceleration of vesting provisions for our NEOs and certain other executives described below. | | | | | | | | |
| NanoString Technologies, Inc. | 62 | 2022 PROXY STATEMENT |
2021 Equity Grants
In 2016, we introduced restricted stock units, or RSUs, into our executive compensation program and since then, our annual NEO and other executive equity grants have included a combination of stock options and RSUs. The compensation committee decided to make this change based on its assessment of the market practice survey data provided by Arnosti Consulting, which showed that companies in our peer group typically moved toward inclusion of RSUs in order to provide a more predictable return in a volatile stock market than stock options. From a company dilution perspective, the committee recognized that RSUs reduce dilution as fewer shares are required to deliver an equivalent value as under a stock option. In 2019,2021, the compensation committee expanded the grantingcontinued its practice of RSUs to all
employees annually, though stock options still comprise all or a portion of the initial equity grants provided upon hire for employees. The strong retention that RSUs provide, combined with the incentives to drive long-term stockholder value that options provide, together create a balanced approach intended to meet the Company’s pay-for-performance objectives and retention needs, while helping to manage dilution.
The vesting schedule for these RSUs are typically 1/3allocating 50% of the total onvalue for the anniversaryNEOs to PSU awards and the other 50% of the vesting commencement date over three years, subjectvalue to continued service, generally with the “double trigger” acceleration of vesting provisions for our NEOs and certain other executives described below. As part of the negotiated terms of his employment with the Company, Mr. Bailey’s new hire RSU award is scheduled to vest in full on the second anniversary of his start date, rather than under our typical three-year schedule.RSUs.
Generally, the stock options and RSUs granted to our NEOs and certain other executives include “double trigger” acceleration protection, under which the award vests in full upon a termination without cause or resignation for good reason that occurs following a change in control. The compensation committee provides this “double trigger” involuntary termination protection because it recognizes that the possibility of a change in control could be distracting for NEOs, and result in uncertainty about their future employment with the Company after a transaction. The acceleration features the Company provides allowOn March 11, 2021, our executives to focus on making decisions regarding a change in control that are inwere granted the best interestsfollowing mix of equity awards as the long-term incentive component of their compensation packages for fiscal year 2021:
| | | | | | | | | | | | | | |
| Name | PSUs (at 100% of target levels)
(#) | RSUs (#) | Total Target Grant Date Equity Value* ($) | |
| | | | |
| R. Bradley Gray | 24,189 | 24,189 | | 3,236,972 | | |
| K. Thomas Bailey | 8,293 | | 8,293 | | 1,109,770 | | |
| Joseph M. Beechem | 8,293 | | 8,293 | | 1,109,770 | | |
| J. Chad Brown | 8,293 | | 8,293 | | 1,109,770 | | |
*For purposes of this table, total target grant date equity value was determined by multiplying (x) the number of PSUs (at target level) plus the number of RSUs by (y) $66.91, which was the closing price of our stockholders, despite any personal employment uncertainties. With respect to Mr. Bailey’s new hirecommon stock options and RSUs, in order to receive this acceleration of vesting, his termination without cause or for good reason must occur within 12 months following a change in control. This 12-month time limit is consistent with the time limits we have historically provided for the typically larger new hire equity awards.
The value of stock options and RSUs awarded to each NEO is determined based on the compensation committee’s assessment of a number of factors, including the role and responsibility of each NEO, external market data, the performance of the NEO and the expected contribution of the NEO to future results. The compensation committee also reviews the value of the NEO’s equity holdings and previously granted equity awards in determining these awards, and may increase or decrease future awards based on these other holdings.
In 2018, the compensation committee approved equity grants for NEOs at the same level and in the same mix of options and RSUs as had been granted in 2017, taking account of the need to maintain competitive compensation levels with our peer group and retain the talent critical to our success.
In January 2018, our CEO also proposed that the compensation committee consider issuing additional RSUs in light of heightened retention concerns. After reviewing executives’ current vested and unvested options and RSUs, and receiving advice from Arnosti Consulting, the compensation committee’s independent compensation consultant, the compensation committee recognized that a substantial portion of our NEOs’ equity, composed primarily of stock options, were underwater and that their “in the money” option holdings were at minimal levels and did not serve the purpose of incentivizing retention of these NEOs. In addition, the overall value of their equity holdings at that time were also quite modest as compared to the holdings of similarly situated executives in our peer group. Finally, the compensation committee also recognized that our stock had dropped significantly as a result of our performance in 2017, which could result in the departure of executives at a time when it was particularly critical for us to retain our leadership. For all of these reasons, the compensation committee determined that there were unusual and heightened retention risks, and that it was crucial to retain and motivate key talent during what was an uncertain period. As a result, in March 2018, the compensation committee approved RSUs awards to our NEOs, or the Retention RSUs. These Retention RSUs were equal in value to each NEO’s 2018 salary (other than Mr. Gray's Retention RSU grant which was equal in value to approximately two times his 2018 salary) and have the same vesting schedule and acceleration provisions as the annual RSUs described above.
The equity awards granted to our NEOs for 2018 are as set forth in the table below. Mr. Bailey’s stock option and RSU awards were granted by the compensation committee following the commencement of his employment in January 2018. As is typical for new hire awards, Mr. Bailey’s stock option grant and RSU grant were higher than most other NEOs given that they were granted in connection with his hire:
|
| | | | | | | | |
| Named Executive Officer | 2018 Stock Option Grant | | 2018 RSU Grant | | 2018 Retention RSU Grant |
| R. Bradley Gray | 60,000 |
| | 30,000 |
| | 132,941 |
|
| K. Thomas Bailey | 95,000 |
| | 35,000 |
| | n/a |
|
| Mary Tedd Allen | 20,000 |
| | 10,000 |
| | 37,647 |
|
| Joseph M. Beechem | 20,000 |
| | 10,000 |
| | 45,294 |
|
| David Ghesquiere | 20,000 |
| | 10,000 |
| | 44,118 |
|
Compensation Decisions for 2019: Addition of Performance Stock Units
In October 2018, working with Arnosti Consulting, our compensation committee conducted an evaluation of the peer group of publicly traded companies that we had been using to help assess executive compensation. Additional companies were added to the peer group for 2019 as follows, to provide a fuller reflection of the group of companies with which we compete for talent: Care Dx, Cerus, Codexis, Harvard BioSciences, HTG Molecular Dx, Invitae, NeoGenomics and Quanterix. In December 2018, our compensation committee retained Radford to review our executive compensation policies and practices and to conduct an extensive market analysis. Based on its benchmarking of executive equity, Radford recommended that the Company focus on meeting the market 50th percentile for annual equity value with a potential for providing equity at up to 75th percentile, depending on performance and business impact, with final equity grant determinations also taking into account Company and executive past and expected future performance, long- and short-term Company objectives, current equity values held by the executives, executive experience and skill sets, retention needs and other factors the compensation committee deems relevant.11, 2021.
Radford reported that over half of our peer companies include performance-based restricted stock units, or PSUs, as part of the equity mix. We had previously only issued PSUs on an ad hoc basis to one NEO. They suggested that the Company should consider adding PSUs to the time-based stock options and restricted stock units which have historically been granted to the executive team, in order to contribute strongly to the pay-for-performance culture that the Company focuses on and be consistent with market trends. Even after the 2018 grant of one-time Retention RSUs to our executives, the value of equity holdings for a majority of our executive team remained below market as benchmarked again the peer group by Radford. As a result, Radford suggested a grant of PSUs in 2019 to address these considerations. PERFORMANCE STOCK UNITS
In determining the appropriate structure of the PSUs granted to our NEOs in 2021, the compensation committee evaluated the design of the PSUs in previous years, considered the evolution of the company's business, and reviewed with Aon the performance equity practices of the company’s peers as benchmarks. The compensation committee determined that performance goals tied to specified product and service revenue goals were established as(“P&S Revenue”) continued to be the metric most closely aligned with long-term stockholder value creation. The compensation committee also evaluated a revised approach for the 2021 PSUs in which different weights would be assigned to the performance metrics for the company’s spatial and non-spatial businesses. Accordingly, the compensation committee determineddivided the 2021 PSUs into two vesting components, each of which uses a different set of performance metrics measured by cumulative P&S Revenue for that these metrics closely align with long-term shareholder value creation.component over a two year period — fiscal years 2021 and 2022. The committee elected to allocate approximately 50%first vesting component of the total 2019 equity value2021 PSUs (the “Spatial Business 2021 PSUs”) is tied to the performance of the company’s spatial business, defined as P&S Revenue for the NEOsGeoMx Digital Spatial Profiler, the CosMx Spatial Molecular Imager, and any other platform for use in the field of spatial biology, excluding (for avoidance of doubt) revenue relating to PSU awardsthe nCounter platform and excluding revenue relating to emphasizethe GeoMx service contracts and the company's spatial biology Technology Access Programs. The second vesting component of the 2021 PSUs (the “Base Business 2021 PSUs”) is tied to the performance component. In evaluatingof the company’s non-spatial business, defined as all P&S Revenue other than the revenue tied to the Spatial Business 2021 PSUs and excluding nCounter diagnostic consumables revenue. The revenue for both the incentiveSpatial Business 2021 PSUs and Base Business 2021 PSUs is as well asdetermined on a GAAP basis and recorded in the retentivecompany's financial audited financial statements, excluding the impact of acquisitions and divestitures that occur during the two-year performance period. The Spatial Business 2021 PSUs constitute two-thirds of the value of the 2021 PSUs and the Base Revenue 2021 PSUs constitute one-third of the value of the 2021 PSUs. The compensation committee electeddesigned the 2021 PSU grants in this way recognizing that spatial biology revenue is viewed by investors as a more important driver of stockholder value than the non-spatial product and service revenue. The Spatial Business 2021 PSUs and the Base Business 2021 PSUs each have different performance curves and maximum vesting payout targets. We have chosen not to includedisclose the specific metrics at this time as they cover a performance period currently in progress (fiscal year 2022) and therefore are sensitive and we have determined that it may be competitively harmful to do so.
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| 2022 PROXY STATEMENT | 63 | NanoString Technologies, Inc. |
Consistent with our historical practice, the 2021 PSUs are subject to additional time-based vesting requirementsprovisions at the conclusion of the performance period to further strengthen the retentive component of the PSU awards. Under these provisions, once the number of PSUs for which performance has been achieved has been determined, two-thirds of those PSUs vest immediately on the determination date, and one-third vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. If we experience a change in control of the Company occurs prior tobefore the end of the performance period,2022 fiscal year, the revenueP&S Revenue goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2023 (which will be January 3, 2023) and, subject to the “double trigger” severance protections generally includedexecutive’s continued service through the vesting date, one-third on the first market trading day on or after January 1, 2024 (which will be January 2, 2024) (or, if the award is not assumed, immediately before the change in the Company’s executive equity awards that provide vesting acceleration upon termination without causecontrol). The PSUs for which performance has been achieved, or resignation for good reason that occurs followingdeemed achieved as a result of a change in control. Thesecontrol, are also subject to “double trigger” acceleration of vesting provisions.
RESTRICTED STOCK UNITS
The RSUs granted to our NEOs in 2021 vest in one-third increments on the anniversary of the vesting commencement date over three years, subject to the executive’s continued service through each vesting date. The RSUs are subject to “double trigger” acceleration of vesting provisions for our NEOs and certain other executives.
2020 Performance Stock Units
As they had with respect to PSUs granted to our NEOs in 2021, in determining the appropriate structure of the PSUs granted to our NEOs in 2020, the compensation committee, in consultation with Aon, determined that performance goals tied to P&S Revenue metrics were grantedmost closely aligned with long-term stockholder value creation. The 2020 PSUs could be earned based on the achievement of cumulative P&S Revenue goals over a two-year performance period — fiscal years 2020 and 2021. P&S Revenue for the 2020 PSUs was defined as the company’s P&S Revenue as determined under GAAP and recorded in the company’s financial statements, excluding revenue from nCounter diagnostic consumables and the impact of acquisitions and divestitures that occur during the two-year performance period. The revenue goals were adjusted by the compensation committee in January 2021 to take account of the impact of the COVID-19 pandemic on revenues in 2020 and as projected for 2021. Following the compensation committee’s adjustment in January 2021, the cumulative 2020-2021 P&S Revenue threshold for the 2020 PSU vesting eligibility was $224 million; if cumulative 2020-2021 P&S Revenue equaled $224 million, 25% of the target number of 2020 PSUs would be eligible to vest; if cumulative 2020-2021 P&S Revenue equaled $230 million, 38% of the target number of 2020 PSUs would be eligible to vest; if cumulative 2020-2021 P&S Revenue equaled $237 million, 50% of the target number of 2020 PSUs would be eligible to vest; if cumulative 2020-2021 P&S Revenue equaled $244 million, 75% of the target number of 2020 PSUs would be eligible to vest; if cumulative 2020-2021 P&S Revenue equaled $250 million, 100% of the target number of 2020 PSUs would be eligible to vest; and if cumulative 2020-2021 P&S Revenue is at least $260 million, 150% of the target number of 2020 PSUs would be eligible to vest. If cumulative 2020-2021 P&S Revenue exceeded $224 million and fell between the foregoing thresholds, the percentage of the target number of PSUs eligible to vest would be determined based on a linear interpolation between the corresponding percentages for such thresholds. The PSUs for which performance was achieved, or deemed achieved as a result of a change in control, were also subject to “double trigger” acceleration of vesting provisions.
In January 2022, the compensation committee certified P&S Revenue for the 2020-2021 performance period as $245.8 million and therefore 82% of the 2020 PSUs became eligible to vest (“eligible PSUs”). In accordance with the vesting terms of the PSUs, two-thirds of the eligible PSUs vested on January 26, 2022 and one-third of the eligible PSUs will vest on the one-year anniversary of the certification date, or January 26, 2023, subject to each executive’s continued service through that date.
2019 Performance Stock Units
In 2019, the compensation committee decided to add PSUs to the equity mix for our executives for the first quartertime, in order to contribute to our pay-for-performance culture and be consistent with market trends, as well as provide a strong retention vehicle. The 2019 PSUs had performance goals tied to specified P&S Revenue goals for fiscal year 2020 (the “2020 Performance Period”) established by the compensation committee. These goals were adjusted twice by the compensation committee in 2020, once to
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| NanoString Technologies, Inc. | 64 | 2022 PROXY STATEMENT |
take account of the sale and licensing of the company’s diagnostics business to Veracyte in December 2019 that had not been contemplated at the time the goals were initially set in March 2019, and then to take account of the impact of the COVID-19 pandemic on 2020 revenues. Under the final P&S Revenue goals for these awards, the P&S Revenue threshold for PSU vesting eligibility was $90 million; if P&S Revenue in 2020 equaled $90 million, 50% of the target number of PSUs would be eligible to vest and if P&S Revenue was equal to or greater than $105 million, then 85% of the target number of PSUs would be eligible to vest. If P&S Revenue for 2020 Performance Period fell between $90 million and $105 million, the percentage of the target number of PSUs eligible to vest would be determined based on a linear interpolation between the corresponding percentages for such thresholds.
In January 2021, the compensation committee certified P&S Revenue as $106.7 million and therefore 85% of the target number of 2019 (which timing is consistentPSUs became eligible to vest (“eligible PSUs”). In accordance with its regular practicethe vesting terms of makingthe PSUs, 50% of the eligible PSUs vested on January 27, 2021 and the remaining 50% of the eligible PSUs vested on January 27, 2022, the one-year anniversary of the certification date. The eligible PSUs are also subject to “double trigger” acceleration of vesting provisions.
2022 Equity Grants
In March 2022, the compensation committee approved annual executive equity grants for the CEO and other NEOs, other than Mr. Brown. The compensation committee decided that the 2022 grants to our NEOs should continue to emphasize our pay-for-performance culture, as well as provide a strong retention vehicle, and therefore once again determined to grant a combination of time-based RSUs and PSUs. These time-based RSUs are scheduled to vest as to one-third of the RSUs on each anniversary of the vesting commencement date over three years, subject to the executive’s continued service through each vesting date, and are subject to certain “double trigger” acceleration of vesting provisions.
The 2022 PSUs are, as with the 2021 PSUs, divided into two vesting components relating to the company’s spatial and non-spatial businesses, each of which uses a different set of performance metrics measured by cumulative P&S Revenue for that component over a two year period — fiscal years 2022 and 2023. The first vesting component of the 2022 PSUs (the “Spatial Business 2022 PSUs”) is tied to the performance of the company’s spatial business, defined as P&S Revenue for the GeoMx Digital Spatial Profiler, the CosMx Spatial Molecular Imager, and any other platform for use in the field of spatial biology, excluding (for avoidance of doubt) revenue relating to the nCounter platform and excluding revenue relating to the GeoMx and CosMx service contracts and the company’s spatial biology Technology Access Programs services. The second vesting component of the 2022 PSUs (the “Base Business 2022 PSUs”) is tied to the performance of the company’s non-spatial business, defined as P&S Revenue other than the revenue tied to the Spatial Business 2022 PSUs and excluding nCounter diagnostic consumables revenue. The revenue for both the Spatial Business 2022 PSUs and Base Business 2022 PSUs is as determined on a GAAP basis and recorded in the company’s financial audited financial statements, excluding the impact of acquisitions and divestitures that occur during the two-year performance period. The Spatial Business 2022 PSUs constitute 75% of the value of the 2022 PSUs and the Base Revenue 2022 PSUs constitute 25% of the value of the 2022 PSUs. The compensation committee believes that these relative weights on the Spatial Business 2022 PSUs and Base Revenue 2022 PSUs appropriately reflect investor sentiment regarding the company's valuation and align with long-term stockholder value creation. The Spatial Business 2022 PSUs and Base Business 2022 PSUs each have different performance curves and maximum vesting payout targets. We have chosen not to disclose the specific metrics at this time as they cover a performance period currently in progress (fiscal year 2022) and therefore are sensitive and we have determined that it may be competitively harmful to do so.
Consistent with our historical practice, the 2022 PSUs are subject to additional time-based vesting provisions at the conclusion of the performance period to further strengthen the retentive component of the PSU awards. Under these provisions, once the number of PSUs for which performance has been achieved has been determined, two-thirds of those PSUs would vest immediately on the determination date, and one-third would vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. If we had experienced a change in control before the end of the 2023 fiscal year, the Product & Service Revenue goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first quartermarket trading day on or after January 1, 2024 (which will be January 2, 2024) and, subject to the executive’s continued service through the vesting date, one-third on the first market trading day on or after January 1, 2025 (which will be January 2, 2025) (or, if
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| 2022 PROXY STATEMENT | 65 | NanoString Technologies, Inc. |
the award is not assumed, immediately before the change in control). The PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions.
On March 6, 2022, the compensation committee granted an equity mix of 50% PSUs and 50% RSUs to each of Messrs. Bailey and Beechem and a mix of 60% PSUs and 40% RSUs to Mr. Gray, as shown in the following table. In determining Mr. Gray’s PSU and RSU grants for 2022, the compensation committee considered Aon’s extensive market analysis of the compensation peer group, leading to the increase in the grant size, while placing a higher percentage of Mr. Gray’s compensation at-risk, through the use of PSUs tied to the company’s performance over 2022 and 2023.
| | | | | | | | | | | | | | |
| Name | PSUs (at 100% of target levels) (#) | RSUs (#) | Total Grant Date Equity Value* ($) | |
| | | | |
| R. Bradley Gray | 118,443 | | 78,962 | | 6,536,080 | | |
| K. Thomas Bailey | 25,380 | | 25,380 | | 1,680,664 | | |
| Joseph M. Beechem | 25,380 | | 25,380 | | 1,680,664 | | |
| | | | |
*For purposes of this table, total target grant date equity value was determined by multiplying (x) the number of PSUs (at target level) plus the number of RSUs by (y) $33.11, which was the closing price of our common stock on March 7, 2022, the first market date after the grant date.
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| NanoString Technologies, Inc. | 66 | 2022 PROXY STATEMENT |
Additional Compensation Policies and Practices
STOCK OWNERSHIP GUIDELINES
We and our stockholders are best served by a board and executive team that manage the business with a long-term perspective. As such, we adopted stock ownership guidelines in February 2020 to strengthen the alignment of interests among stockholders, directors, NEOs, and other officers. The policy provides that the applicable required level of equity ownership is expected to be satisfied by our directors, NEOs, and any other senior vice presidents within five years from the later of: (i) February 2020 (the date of policy adoption); and (ii) the date such person first becomes subject to the policy. Compliance with the guidelines is measured in July of each fiscal year) along with annual grantsyear.
| | | | | |
| Position | Required Multiple |
| |
| Chief Executive Officer | 3x base salary |
| Senior Vice Presidents | 1x base salary |
| Non-Employee Directors | 3x annual retainer |
The value of the following types of company equity holdings qualify towards an individual’s attainment of the target multiple of pay:
•100% of shares owned outright/shares beneficially owned;
•100% of vested and unvested RSUs; and
•50% of shares underlying vested, but unexercised, “in the money” stock options.
INSIDER TRADING POLICY
Our insider trading policy expressly prohibits all of our employees, including our NEOs and our directors from engaging in speculative transactions relating to our stock including short sales, puts/calls, hedging of stock optionsownership positions, margin accounts or pledges, and RSUs.transactions involving derivative securities relating to our common stock.
Employment AgreementsTAX AND ACCOUNTING TREATMENT OF COMPENSATION
Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers and other current or former employees that the company may deduct for federal income tax purposes. An exception to the $1 million limitation for performance-based compensation meeting certain requirements was repealed beginning in 2018 (other than with respect to certain grandfathered arrangements) under the Tax Cuts and Jobs Act (the “Act”). In addition, the regulations under Section 162(m) contain a transition rule that applies to companies during a limited period following the initial public offering of their stock. Pursuant to this rule, certain compensation granted before the end of a transition period (and, with respect to restricted stock units, that also are paid out before the end of the transition period) currently is not counted toward the deduction limitations of Code Section 162(m) if certain requirements are met. It is possible that certain of the equity awards granted prior to the end of our transition period in 2017 may be eligible to be excluded from the Section 162(m) deduction limits pursuant to this transition rule. As a result of these changes and the end of our transition period, except as otherwise provided in the transition relief provisions of the Act or pursuant to the transition period rules, compensation paid to any of our covered executives generally will not be deductible in 2019 or future years, to the extent that it exceeds $1 million.
Our compensation committee has not adopted a policy that any or all equity or other compensation must be deductible. Given that we have not been profitable since our inception, our compensation committee has not emphasized or sought to maximize the deductibility of executive compensation and instead has focused our compensation policies on the goals discussed throughout this
| | | | | | | | |
| 2022 PROXY STATEMENT | 67 | NanoString Technologies, Inc. |
CD&A. However, as we move toward profitability, the compensation committee intends to balance the objective of ensuring an effective compensation package with the need to maximize the deductibility of executive compensation. However, we cannot guarantee that any compensation in excess of $1 million paid to our covered executives will be or will remain deductible under Section 162(m).
We account for stock-based compensation in accordance with the requirements of Accounting Standards Codification Topic 718, Compensation - Stock Compensation. Under the fair value provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award.
COMPENSATION RECOVERY POLICY
As a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results as the result of misconduct or due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive. In addition, we will comply with the requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act and anticipate that we will adopt a compensation recovery policy once final regulations on the subject have been adopted.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with each of our NEOs with the oversight and approval of our compensation committee, or in the case of our CEO, with the oversight and approval of our compensation committee. Each of these employment agreements was negotiated by our CEO, with the exception of his own employment agreement, and contains terms intended to attract, retain and motivate our NEOs. These employment agreements have no specified term and also acknowledge that each of these NEOs is an “at will” employee, whose employment can be terminated at any time. The agreements set forth the terms and conditions of employment of each NEO, including base salary, target annual incentive compensation payment, standard employee benefit plan participation, and initial stock grant and the terms of vesting of the initial stock grant. These employment agreements were each subject to execution of our standard confidential information and invention assignment agreement.
In addition, each NEO has entered into an indemnification agreement with us, pursuant to which we have agreed to indemnify our NEOs against any costs, expenses and judgements assessed against them as a result of the performance of their duties as our employees, with certain exceptions.
SeveranceIn connection with Mr. Brown’s retirement and Changethe transition of his duties, we entered into a transition agreement (“transition agreement” effective January 7, 2022 (the “transition date”) providing that Mr. Brown will continue employment with the Company on a transitional, at-will basis from the transition date until, at the latest, March 16, 2023, during which period Mr. Brown will serve as a senior advisor to the company. This transition agreement supersedes Mr. Brown’s employment agreement, and was entered into in Control Benefitsorder to help ensure a smooth transition of Mr. Brown’s duties. Mr. Brown’s transition agreement does not include the change in control benefits described below with respect to cash payments and benefits.
WeSEVERANCE AND CHANGE IN CONTROL BENEFITS
The employment agreements we have entered into employment agreements with our NEOs that contain severance and change in control provisions which require us to provide specific payments and benefits in connection with the termination of our NEOs’ employment in certain circumstances, generally subject to their execution of a release of claims. Early in 2020, the compensation committee approved amendments to the employment agreements of our NEOs to include company reimbursement of COBRA premiums upon certain non-change in control-related terminations of employment, as the compensation committee felt that this reasonable addition was appropriate to protect NEO’s interests in continued health care in the event of such a termination, and to be more consistent with similar benefits offered by our peers. In addition, if the NEO’s employment agreement did not already contain a current Section 280G “best results” provision, his employment agreement was amended to add one. Under the Section 280G “best results” provision, if the severance payments or other benefits provided to the NEO constitute “parachute payments” under Section 280G of the Internal Revenue Code, the NEO’s severance and other benefits will be either (i) delivered in full or (ii) delivered only to a lesser extent that would result in no portion of
| | | | | | | | |
| NanoString Technologies, Inc. | 68 | 2022 PROXY STATEMENT |
such severance benefits being subject to applicable excise tax, whichever results in the greatest amount of after-tax benefits. We added this provision to be clear that no Section 280G tax gross-ups would be provided. In addition, as described above, NEO equity awards generally contain “double trigger” vesting acceleration provisions triggered in connection with the termination of our NEO’s employment in certain circumstances following a change in control, as described above. We believe that these severance and change in control arrangements and provisions provide retention value by encouraging our NEOs to continue their employment with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment or a potential change in control, allowing our NEOs to focus on their duties and responsibilities. For a summary of the material terms and conditions of these severance and change in control arrangements, see the section titled “Potential Payments upon Termination or Change in Control” below.
Health, Welfare and 401(k) Plan BenefitsHEALTH, WELFARE AND 401(K) PLAN BENEFITS
Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability plans, in each case on the same basis as other employees.
We maintain a tax-qualified retirement plan that provides eligible employees, including our NEOs, with an opportunity to save for retirement on a tax advantaged basis. All participants’ interests in their deferrals are 100% vested when contributed. We currently match employee 401(k) contributions at a rate of $1.00 for each dollar contribution, up to 2% of an eligible employee’s gross salary and at the rate of $0.50 for each dollar contribution up to an additional 4% of each employee’s gross salary, capped at a maximum matching contribution amount of $4,000 per employee. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Post tax contributions to a Roth account are also offered under the plan. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all contributions are deductible by us when made.
Other Executive Compensation Policies
Policy Against Speculative Transactions. Our insider trading policy expressly prohibits all of our employees, including our NEOs and our directors from engaging in speculative transactions relating to our stock including short sales, puts/calls, hedging of stock ownership positions, margin accounts or pledges, and transactions involving derivative securities relating to our common stock.
No Executive Perquisites. We do not provide perquisites or personal benefits to our NEOs.
No Tax Gross Ups. We do not provide for any tax gross up payments to our NEOs.
Stock Ownership Guidelines. In 2018 and 2019, we considered, but did not adopt, stock ownership guidelines for our NEOs and directors. The majority of our peer companies similarly have not adopted stock ownership guidelines for their executives or directors. We do expect to consider adopting such guidelines for our NEOs and directors in the future.
Tax and Accounting Treatment of Compensation. Section 162(m) of the Internal Revenue Code places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that the Company may deduct for federal income tax purposes. An exception to the $1 million limitation for performance-based compensation meeting certain requirements was repealed beginning in 2018 (other than with respect to certain grandfathered arrangements) under the Tax Cuts and Jobs Act (the “Act”). In addition, the regulations under Section 162(m) contain a transition rule that applies to companies during a limited period following the initial public offering of their stock. Pursuant to this rule, certain compensation granted before the end of a transition period (and, with respect to restricted stock units, that also are paid out before the end of the transition period) currently is not counted toward the deduction limitations of Code Section 162(m) if certain requirements are met. It is possible that certain of the equity awards granted prior to the end of our transition period in 2017 may be eligible to be excluded from the Section 162(m) deduction limits pursuant to this transition rule. As a result of these changes and the end of our transition period, except as otherwise provided in the transition relief provisions of the Act or pursuant to the transition period rules, compensation paid to any of our covered executives generally will not be deductible in 2018 or future years, to the extent that it exceeds $1 million.Committee Report
Our compensation committee has not adopted a policy that any or all equity or other compensation must be deductible. Given that we have not been profitable since our inception,reviewed the Compensation Discussion and Analysis provided above with management. Based on such review and discussion, our compensation committee has not emphasized or soughtrecommended to maximize the deductibilityBoard of executive compensationDirectors that the Compensation Discussion and instead has focusedAnalysis be included in our compensation policiesAnnual Report on Form 10-K for the goals discussed throughoutyear ended December 31, 2021 and this CD&A. However, as we move toward profitability,proxy statement.
Respectfully submitted by the members of the compensation committee intends to balance the objective of ensuring an effective compensation package with the need to maximize the deductibility of executive compensation. However, we cannot guarantee that any compensation in excess of $1 million paid to our covered executives will be or will remain deductible under Section 162(m).
We account for stock-based compensation in accordance with the requirements of Accounting Standards Codification Topic 718, Compensation - Stock Compensation. Under the fair value provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award.board of directors:
Gregory Norden, Chair
Dr. Kirk D. Malloy
William Young
Compensation Recovery Policy. As a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results as the result of misconduct or due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive. In addition, we will comply with the requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act and anticipate that we will adopt a compensation recovery policy once final regulations on the subject have been adopted.
| | | | | | | | |
| 2022 PROXY STATEMENT | 69 | NanoString Technologies, Inc. |
Summary Compensation Table for Fiscal Years 2018, 20172021, 2020 and 20162019
The table below sets forth compensation information for the individuals who served as our chief executive officer and chief financial officer during 2018, and2021, our threetwo most highly compensated executive officers, other than our chief executive officer or chief financial officer, who served as executive officers as of December 31, 2018.2021. We refer to these fivefour individuals throughout this report as our “NEOs” for 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | | All Other Compensation(4) ($) | Total
($) | |
| | | | | | | | | | |
R. Bradley Gray President and Chief Executive Officer | 2021 | $ | 640,327 | | $ | 4,650,260 | | (5) | $ | — | | $ | 476,978 | | | $ | 4,397 | | $ | 5,771,962 | | |
| 2020 | 637,962 | | 4,312,551 | | | — | | 499,035 | | | 4,133 | | 5,453,681 | | |
| 2019 | 569,167 | | 4,620,083 | | | 1,595,790 | | 499,800 | | | 4,000 | | 7,288,840 | | |
K. Thomas Bailey Chief Financial Officer | 2021 | 434,404 | | 1,538,049 | | (5) | — | | 190,641 | | | 4,031 | | 2,167,125 | | |
| 2020 | 435,692 | | 1,206,517 | | | — | | 198,340 | | (6) | 4,132 | | 1,844,681 | | |
| 2019 | 391,250 | | 1,129,353 | | | 390,078 | | 194,013 | | | 4,000 | | 2,108,694 | | |
Joseph M. Beechem Chief Scientific Officer and Senior Vice President, Research & Development | 2021 | 431,808 | | 1,430,963 | | (5) | — | | 195,011 | | | 4,000 | | 2,061,782 | | |
| 2020 | 420,115 | | 1,009,463 | | | — | | 191,672 | | | 4,133 | | 1,625,383 | | |
| 2019 | 376,875 | | 1,129,353 | | | 390,078 | | 194,538 | | | 4,000 | | 2,094,844 | | |
J. Chad Brown Senior Vice President, Sales & Marketing | 2021 | 419,404 | | 1,430,963 | | (5) | — | | 176,185 | | | 4,000 | | 2,030,552 | | |
| 2020 | 420,115 | | 1,009,463 | | | — | | 188,746 | | | 4,133 | | 1,622,457 | | |
| 2019 | 373,542 | | 1,129,353 | | | 390,078 | | 195,525 | | | 4,000 | | 2,092,498 | | |
1.As a result of our transition to a new human resources information system, a portion of the December 2019 salaries were paid in January 2020 and therefore reduced the salary amount paid in 2019 compared to the salary amount paid in 2018.
2.The dollar amounts in this column represent the aggregate grant date fair value of restricted stock unit awards, PSUs, assuming future payout at target, and stock option awards granted in 2021, 2020 and 2019, respectively. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
3.The amounts in this column represent the amounts earned and payable each year under the bonus plan for such year, all of which were paid in the subsequent year.
4.The amounts in this column consist of matching contributions made by us pursuant to our 401(k) plan up to $4,000, as well as other fringe benefits.
5.Amount represents the aggregate grant date fair value of RSU awards and PSUs based upon the probable outcome of performance conditions on the grant date. The amount includes the increase in the fair value of 2019 PSU awards resulting from modifications of such awards as described above in “2019 Performance Stock Units.” Assuming the highest level of performance is achieved, the aggregate grant date fair value of such awards is $5,998,965 for Mr Gray, $2,000,464 for Mr. Bailey, $1,893,378 for Mr. Beechem, and $1,893,378 for Mr. Brown.
6.In reviewing the performance of our NEOs against the 2019 Corporate Goals, the Compensation Committee determined the achievement of Mr. Bailey’s individual goal at 80% and the achievement of the corporate goal at 98%. However, due to an administrative error, the bonus for Mr. Bailey was originally calculated based on an incorrect (and lower) base salary, resulting in an initial bonus payment to him of $191,675. In April 2020, this administrative error was identified and corrected, and the compensation committee approved the payment to Mr. Bailey of the incremental amount of $2,338 needed to bring his bonus to the correct 2019 bonus amount of $194,013.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Salary | | Stock Awards(1) | | Option Awards(1) | | Non-Equity Incentive Plan Compensation(2) | | All Other Compensation(3) | | Total |
| R. Bradley Gray | | 2018 | | $ | 565,000 |
| | $ | 1,107,999 |
| | $ | 226,661 |
| | $ | 624,325 |
| | $ | 4,000 |
| | $ | 2,527,985 |
|
| President and Chief Executive Officer | | 2017 | | 561,667 |
| | 564,000 |
| | 570,022 |
| | 240,125 |
| | 4,000 |
| | 1,939,814 |
|
| | 2016 | | 533,333 |
| | 404,375 |
| | 378,814 |
| | 375,233 |
| | 4,000 |
| | 1,695,755 |
|
| | | | | | | | | | | | | | | |
| K. Thomas Bailey | | 2018 | | 400,000 |
| | 291,550 |
| | 430,988 |
| | 270,000 |
| | 3,333 |
| | 1,395,871 |
|
| Chief Financial Officer | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Mary Tedd Allen | | 2018 | | 320,000 |
| | 324,000 |
| | 75,554 |
| | 172,800 |
| | 4,000 |
| | 896,354 |
|
| Senior Vice President, Operations | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Joseph M. Beechem | | 2018 | | 385,000 |
| | 375,999 |
| | 75,554 |
| | 231,000 |
| | 4,000 |
| | 1,071,553 |
|
| Senior Vice President, Research & Development | | 2017 | | 380,653 |
| | 188,000 |
| | 190,007 |
| | 107,800 |
| | 4,000 |
| | 870,460 |
|
| | | | | | | | | | | | | | | |
| David W. Ghesquiere | | 2018 | | 375,000 |
| | 368,002 |
| | 75,554 |
| | 220,313 |
| | 4,000 |
| | 1,042,869 |
|
Senior Vice President, Corporate & Business Development
| | 2017 | | 372,458 |
| | 188,000 |
| | 190,007 |
| | 93,750 |
| | 4,000 |
| | 848,215 |
|
| | 2016 | | 355,000 |
| | 559,175 |
| | 532,548 |
| | 149,850 |
| | 4,000 |
| | 1,600,573 |
|
| | | | | | | | |
(1)
NanoString Technologies, Inc. | The dollar amounts in this column represent the aggregate grant date fair value of restricted stock unit awards and stock option awards granted in 2018, 2017 and 2016, respectively. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K.70 | 2022 PROXY STATEMENT |
| | | | | | | | | | | | | | |
(2)
| The amounts in this column represent the amounts earned and payable each year under the bonus plan for such year, all of which were paid in the subsequent year. |
| | |
| | | | |
| l | EXECUTIVE COMPENSATION | | The amounts in this column consist of matching contributions made by us pursuant to our 401(k) plan. |
Grants of Plan-Based Awards
The following table sets forth each equity and non-equity based award granted to our NEOs during 2018.2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | |
| Name | Grant Date | | Name of Plan | Threshold | Target | Maximum | Threshold | Target | Maximum | |
| | | | | | | | | | | | |
| R. Bradley Gray | | | 2021 Non-Equity Plan | | $ | 548,250 | | | | | | | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | — | | 24,189 | | 44,346 | | | $ | 1,618,486 | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | | | | 24,189 | | 1,618,486 | | |
| 1/27/2021 | (4) | 2013 Equity Incentive Plan | | | | — | | 22,225 | | — | | | 1,413,288 | | |
| K. Thomas Bailey | | | 2021 Non-Equity Plan | | 218,500 | | | | | | | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | — | | 8,293 | | 15,204 | | | 554,885 | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | | | | 8,293 | | 554,885 | | |
| 1/27/2021 | (4) | 2013 Equity Incentive Plan | | | | — | | 6,735 | | — | | | 428,279 | | |
| Joseph M. Beechem | | | 2021 Non-Equity Plan | | 218,500 | | | | | | | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | — | | 8,293 | | 15,204 | | | 554,885 | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | | | | 8,293 | | 554,885 | | |
| 1/27/2021 | (4) | 2013 Equity Incentive Plan | | | | — | | 5,051 | | — | | | 321,193 | | |
| J. Chad Brown | | | 2021 Non-Equity Plan | | 211,000 | | | | | | | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | — | | 8,293 | | 15,204 | | | 554,885 | | |
| 3/11/2021 | | 2013 Equity Incentive Plan | | | | | | | 8,293 | | 554,885 | | |
| 1/27/2021 | (4) | 2013 Equity Incentive Plan | | | | — | | 5,051 | | — | | | 321,193 | | |
1.The amounts reported in this column represent the target amount of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for 2021 performance. There are no threshold or maximum levels for the award. The actual payouts approved for 2021 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” These awards are described in further detail in the “Compensation Discussion and Analysis” in the section entitled “2021 Incentive Opportunities.” The bonus payouts approved pursuant to our 2021 bonus incentive program were paid during the first quarter of 2022.
2.The amounts in these columns represent restricted stock units and are described in further detail above in the “Compensation Discussion and Analysis” and in the “Outstanding Equity Awards at December 31, 2021” table.
3.The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in 2021. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown include the impact of the estimated future payout for awards at target issued under the Equity Incentive Plan and exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
4.In January 2021, the 2020 PSUs award was modified as described above in “2020 Performance Stock Units.” The January 2021 modification resulted in an increase in the fair value of the award at the time of the modification. Pursuant to SEC rules, this incremental increase in fair value is set forth in the column titled “Grant Date Fair Value of Stock and Option Awards.” In connection with the January 2021 modification, the number of shares to be awarded in connection with attainment of the target achievement level was reduced, and the number of shares set forth in the “Target” column represents the reduced number.
|
| | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | All Other Option Awards: Number of Securities Underlying Options (#) (2)(4) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (3) |
| Name | Grant Date | Name of Plan | Threshold | Target | Maximum | |
| R. Bradley Gray | | 2018 Non-Equity Plan | | $ | 480,250 |
| | | | | | |
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | 162,941 |
| | | $ | 1,107,999 |
|
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | | 60,000 |
| $ | 6.80 |
| 226,661 |
|
| | | | | | | | | | | |
| K. Thomas Bailey | | 2018 Non-Equity Plan | | 200,000 |
| | | | | | |
| | 1/18/2018 | 2018 Inducement Equity Incentive Plan | | | | | 35,000 |
| | | 291,550 |
|
| | 1/18/2018 | 2018 Inducement Equity Incentive Plan | | | | | | 95,000 |
| 8.16 |
| 430,988 |
|
| | | | | | | | | | | |
| Mary Tedd Allen | | 2018 Non-Equity Plan | | 144,000 |
| | | | | | |
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | 47,647 |
| | | 324,000 |
|
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | | 20,000 |
| 6.80 |
| 75,554 |
|
| | | | | | | | | | | |
| Joseph M. Beechem | | 2018 Non-Equity Plan | | 192,500 |
| | | | | | |
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | 55,294 |
| | | 375,999 |
|
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | | 20,000 |
| 6.80 |
| 75,554 |
|
| | | | | | | | | | | |
| David Ghesquiere | | 2018 Non-Equity Plan | | 187,500 |
| | | | | | |
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | 54,118 |
| | | 368,002 |
|
| | 2/6/2018 | 2013 Equity Incentive Plan | | | | | | 20,000 |
| 6.80 |
| 75,554 |
|
| | | | | | | | | | | |
| | | | | | | | |
(1)
2022 PROXY STATEMENT | The amounts reported in this column represent the target amount of annual performance-based incentive bonus compensation that might have been paid to each named executive officer for 2018 performance. There are no threshold or maximum levels for the award. The actual payouts approved for 2018 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” These awards are described in further detail in the Compensation Discussion and Analysis in the section entitled “Non-Equity Incentive Plan Compensation & Bonus — 2018 Non-Equity Incentive Plan Payments.” The bonus payouts approved pursuant to the 2018 Non-Equity Plan were paid during the first quarter of 2019.71 | NanoString Technologies, Inc. |
| | | | | | | | | | | | | | |
(2)
| The amounts in these columns represent restricted stock units and stock options granted and are described in further detail above in the “Compensation Discussion and Analysis” and below in the “Outstanding Equity Awards at December 31, 2018” table. The per share exercise price of the stock options is equal to the closing price of a share of NanoString Technologies, Inc.'s stock on the date of grant. |
| | |
(3)
| The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in 2018. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K. The option exercise price has not been deducted from the amounts indicated above. Regardless of the value placed on a stock option on the grant date, the actual value of the option will depend on the market value of NanoString Technologies, Inc.'s common stock at such date in the |
future when the option is exercised. The proceeds to be paid to the individual following the exercise of the option do not include the option exercise price.
| | |
| l | EXECUTIVE COMPENSATION | | The amounts in this column represent the stock option awards granted in 2018. |
Outstanding Equity Awards at Fiscal Year-End
The following table presents information concerning equity awards held by our NEOs at the end of 2018.2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards | Stock Awards |
| | Vesting Commencement Date | Number of Securities Underlying Option(#) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock
That Have Not Vested
(#) | | Market Value of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards |
| Name | Exercisable | | Unexercisable | | | Number of Unearned Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested | |
| | | | | | | | | | | | | | | |
| R. Bradley Gray | 1/31/2014 | 90,000 | (1) | | | $ | 18.18 | | 1/30/2024 | | | | | | | | |
| 2/9/2015 | 100,000 | (1) | | | $ | 12.77 | | 2/8/2025 | | | | | | | | |
| 2/3/2016 | 62,500 | (1) | | | $ | 12.94 | | 2/2/2026 | | | | | | | | |
| 2/6/2017 | 60,000 | (1) | | | $ | 18.80 | | 2/5/2027 | | | | | | | | |
| 2/6/2018 | 57,501 | (2) | 2,499 | (2) | $ | 6.80 | | 2/5/2028 | | | | | | | | |
| 3/13/2019 | 85,787 | (2) | 38,991 | (2) | $ | 23.34 | | 3/24/2029 | | | | | | | | |
| 3/13/2019 | | | | | | | 21,994 | (3) | 928,807 | | (4) | | | | |
| 3/5/2020 | | | | | | | 32,926 | (3) | 1,390,465 | | (4) | | | | |
| 1/27/2021 | | | | | | | 56,085 | (6) | 2,368,470 | | (4) | | | | |
| 3/5/2021 | | | | | | | 24,189 | (3) | 1,021,501 | | (4) | | | | |
| | | | | | | | | | | 49,389 | (7) | 2,085,697 | | (4) |
| | | | | | | | | | | 24,189 | (8) | 1,021,501 | | (4) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| K. Thomas Bailey | 1/16/2018 | 1,979 | (5) | 1,980 | (5) | $ | 8.16 | | 1/15/2028 | | | | | | | | |
| 3/13/2019 | 636 | (2) | 9,531 | (2) | $ | 23.34 | | 3/24/2029 | | | | | | | | |
| 3/13/2019 | | | | | | | 5,377 | (3) | 227,071 | | (4) | | | | |
| 3/5/2020 | | | | | | | 9,978 | (3) | 421,371 | | (4) | | | | |
| 1/27/2021 | | | | | | | 13,709 | (6) | 578,931 | | (4) | | | | |
| 3/5/2021 | | | | | | | 8,293 | (3) | 350,213 | | (4) | | | | |
| | | | | | | — | — | — | | — | 14,966 | (7) | 632,014 | | (4) |
| | | | | | | — | — | — | | — | 8,293 | (8) | 350,213 | | (4) |
|
| | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | Vesting
Commencement
Date | Number of Securities Underlying
Option (#) | Option
Exercise
Price | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested (#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested | |
| Name | Exercisable | | Unexercisable | | |
| R. Bradley Gray | June 25, 2010 | 145,424 |
| (1) | — |
| | $ | 2.24 |
| June 29, 2020 | | — |
| | — |
| |
| March 1, 2012 | 126,582 |
| (1) | — |
| | 1.92 |
| February 28, 2022 | | — |
| | — |
| |
| | January 10, 2013 | 61,309 |
| (1) | — |
| | 6.72 |
| January 9, 2023 | | — |
| | — |
| |
| | January 31, 2014 | 90,000 |
| (1) | — |
| | 18.18 |
| January 30, 2024 | | — |
| | — |
| |
| | February 9, 2015 | 95,836 |
| (2) | 4,164 |
| (2) | 12.77 |
| February 8, 2025 | | — |
| | — |
| |
| | February 3, 2016 | — |
| | — |
| | — |
| | | 10,418 |
| (3) | $ | 154,499 |
| (4) |
| | February 3, 2016 | 44,272 |
| (2) | 18,228 |
| (2) | 12.94 |
| February 2, 2026 | | — |
| | — |
| |
| | February 6, 2017 | 27,500 |
| (2) | 32,500 |
| (2) | 18.80 |
| February 5, 2027 | | — |
| | — |
| |
| | March 6, 2017 | — |
| (2) | — |
| | — |
| | | 20,001 |
| (3) | 296,615 |
| (4) |
| | February 6, 2018 | 12,500 |
| (2) | 47,500 |
| (2) | 6.80 |
| February 5, 2028 | | — |
| | — |
| |
| | February 6, 2018 | — |
| | — |
| | — |
|
| | 30,000 |
| (3) | 444,900 |
| (4) |
| | February 6, 2018 | — |
| | — |
| | — |
|
| | 132,941 |
| (3) | 1,971,515 |
| (4) |
| | | | | | | | | | | | | |
| K. Thomas Bailey | January 16, 2018 | — |
| | 95,000 |
| (5) | 8.16 |
| January 15, 2028 | | — |
| | — |
| |
| January 18, 2018 | — |
| | — |
| | — |
| | | 35,000 |
| (6) | 519,050 |
| (4) |
| | | | | | | | | | | | | |
| Mary Tedd Allen | March 1, 2012 | 31,250 |
| (1) | — |
| | 1.92 |
| February 28, 2022 | | — |
| | — |
| |
| January 10, 2013 | 10,000 |
| (1) | — |
| | 6.72 |
| January 9, 2023 | | — |
| | — |
| |
| | January 31, 2014 | 25,000 |
| (1) | — |
| | 18.18 |
| January 30, 2024 | | — |
| | — |
| |
| | February 9, 2015 | 19,167 |
| (2) | 833 |
| (2) | 12.77 |
| February 8, 2025 | | — |
| | — |
| |
| | February 3, 2016 | — |
| | — |
| | — |
| | | 2,000 |
| (3) | 29,660 |
| (4) |
| | February 3, 2016 | 8,500 |
| (2) | 3,500 |
| (2) | 12.94 |
| February 2, 2026 | | — |
| | — |
| |
| | February 6, 2017 | 7,333 |
| (2) | 8,667 |
| (2) | 18.80 |
| February 5, 2027 | | — |
| | — |
| |
| | February 6, 2017 | — |
| | — |
| | — |
| | | 5,334 |
| (3) | 79,103 |
| (4) |
| | February 6, 2018 | 4,166 |
| (2) | 15,834 |
| (2) | 6.80 |
| February 5, 2028 | | — |
| | — |
| |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 10,000 |
| (3) | 148,300 |
| (4) |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 37,647 |
| (3) | 595,952 |
| (4) |
| | | | | | | | | | | | | |
| Joseph M. Beechem | April 19, 2012 | 82,968 |
| (1) | — |
| | 1.92 |
| April 18, 2022 | | — |
| | — |
| |
| January 10, 2013 | 24,999 |
| (1) | — |
| | 6.72 |
| January 9, 2023 | | — |
| | — |
| |
| | January 31, 2014 | 35,000 |
| (1) | — |
| | 18.18 |
| January 30, 2024 | | — |
| | — |
| |
| | February 9, 2015 | 43,126 |
| (2) | 1,874 |
| (2) | 12.77 |
| February 8, 2025 | | — |
| | — |
| |
| | February 3, 2016 | — |
| | — |
| | — |
| | | 4,168 |
| (3) | 61,811 |
| (4) |
| | February 3, 2016 | 17,708 |
| (2) | 7,292 |
| (2) | 12.94 |
| February 2, 2026 | | — |
| | — |
| |
| | February 6, 2017 | 9,166 |
| (2) | 10,834 |
| (2) | 18.80 |
| February 5, 2027 | | — |
| | — |
| |
| | March 6, 2017 | — |
| | — |
| | — |
| | | 6,667 |
| (3) | 98,872 |
| (4) |
| | February 6, 2018 | 4,166 |
| (2) | 15,834 |
| (2) | 6.80 |
| February 5, 2028 | | — |
| | — |
| |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 10,000 |
| (3) | 148,300 |
| (4) |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 45,294 |
| (3) | 671,710 |
| (4) |
| | | | | | | | | | | | | |
| David Ghesquiere | December 5, 2013 | 93,000 |
| (1) | — |
| | 12.50 |
| December 4, 2023 | | — |
| | — |
| |
| January 31, 2014 | 4,000 |
| (1) | — |
| | 18.18 |
| January 30, 2024 | | — |
| | — |
| |
| | February 9, 2015 | 43,126 |
| (2) | 1,874 |
| (2) | 12.77 |
| February 8, 2025 | | — |
| | — |
| |
| | February 3, 2016 | — |
| | — |
| | — |
| | | 4,168 |
| (3) | 61,811 |
| (4) |
|
| | | | | | | | | | | | | | | | | | | |
| | February 5, 2016 | 17,708 |
| (2) | 7,292 |
| (2) | 12.94 |
| February 4, 2026 | | — |
| | — |
| �� |
| | November 10, 2016 | — |
| | — |
| | — |
| | | 2,500 |
| (3) | 37,075 |
| (4) |
| | November 10, 2016 | — |
| | — |
| | — |
| | | 10,000 |
| (3) | 148,300 |
| (4) |
| | November 11, 2016 | 7,812 |
| (2) | 7,188 |
| (2) | 22.71 |
| November 10, 2026 | | — |
| | — |
| |
| | November 11, 2016 | — |
| | 20,000 |
| (2) | 22.71 |
| November 10, 2026 | | — |
| | — |
| |
| | February 6, 2017 | 9,166 |
| (2) | 10,834 |
| (2) | 18.80 |
| February 5, 2027 | | — |
| | — |
| |
| | February 6, 2017 | — |
| | — |
| | — |
| | | 6,667 |
| (3) | 98,872 |
| (4) |
| | February 6, 2018 | 4,166 |
| (2) | 15,834 |
| (2) | 6.80 |
| February 5, 2028 | | — |
| | — |
| |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 10,000 |
| (3) | 148,300 |
| (4) |
| | February 6, 2018 | — |
| | — |
| | — |
| | | 44,118 |
| (3) | 654,270 |
| (4) |
| | | | | | | | | | | | | |
| | | | | | | | |
(1)
NanoString Technologies, Inc. | The options have fully vested.72 | 2022 PROXY STATEMENT |
| | | | | | | | | | | | | | |
(2)
| Options vest in equal monthly installments from the vesting commencement date over four years. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest. |
| | |
(3)
| One third of the restricted stock units vest on the first market trading day following the first anniversary of vesting commencement date and one third of the restricted stock units vest annually on the first market trading day after each of the second and third anniversaries of the vesting commencement date. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable restricted stock unit agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest. |
| | |
| l | EXECUTIVE COMPENSATION | | The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on The NASDAQ Stock Market on December 31, 2018, the last trading day of the year, which was $14.83 per share. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Joseph M. Beechem | 2/9/2015 | 45,000 | (1) | — | | $ | 12.77 | | 2/8/2025 | | | | | | | | |
| 2/3/2016 | 25,000 | (1) | — | | $ | 12.94 | | 2/2/2026 | | | | | | | | |
| 2/6/2017 | 20,000 | (1) | | | $ | 18.80 | | 2/5/2027 | | | | | | | | |
| 2/6/2018 | 19,167 | (2) | 833 | | $ | 6.80 | | 2/5/2028 | | | | | | | | |
| 3/13/2019 | 20,970 | (2) | 9,531 | | $ | 23.34 | | 3/24/2029 | | | | | | | | |
| 3/13/2019 | | | | | | | 5,377 | (3) | 227,071 | | (4) | | | | |
| 3/5/2020 | | | | | | | 7,483 | (3) | 316,007 | | (4) | | | | |
| 1/27/2021 | | | | | | | 13,709 | (6) | 578,931 | | (4) | | | | |
| 3/5/2021 | | | | | | | 8,293 | (3) | 350,213 | | (4) | | | | |
| | | | | | | | | | | 11,224 | (7) | 473,990 | | (4) |
| | | | | | | | | | | 8,293 | (8) | 350,213 | | (4) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| J. Chad Brown | 2/6/2018 | 1,042 | (2) | 417 | (2) | $ | 6.80 | | 2/5/2028 | | | | | | | | |
| 3/13/2019 | 3,178 | (2) | 9,531 | (2) | $ | 23.34 | | 3/24/2029 | | | | | | | | |
| 3/13/2019 | | | | | | | 5,377 | (3) | 227,071 | | (4) | | | | |
| 3/5/2020 | | | | | | | 7,483 | (3) | 316,007 | | (4) | | | | |
| 1/27/2021 | | | | | | | 13,709 | (6) | 578,931 | | (4) | | | | |
| 3/5/2021 | | | | | | | 8,293 | (3) | 350,213 | | (4) | | | | |
| | | | | | | | | | | 11,224 | (7) | 473,990 | | (4) |
| | | | | | | | | | | 8,293 | (8) | 350,213 | | (4) |
| | | | | | | | | | | | | | |
1.The options have fully vested.
2.Options vest in equal monthly installments from the vesting commencement date over four years. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest.
3.One third of the restricted stock units vest on the first market trading day following the first anniversary of vesting commencement date and one third of the restricted stock units vest annually on the first market trading day after each of the second and third anniversaries of the vesting commencement date. Notwithstanding the foregoing, if the named executive officer is terminated without cause or resigns for good reason (each as defined in the executive’s applicable restricted stock unit agreement), in each case, following a change in control (as defined under our 2013 Equity Incentive Plan), then 100% of the then-unvested shares will vest.
4.The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on The Nasdaq Stock Market on December 31, 2021, the last trading day of the year, which was $42.23 per share.
5.Twenty-five percent of the options vest on the one year anniversary of the start date, and the remaining options will vest monthly over the next thirty-six months in approximately equal monthly amounts. Notwithstanding the foregoing, if Mr. Bailey or Mr. Brown is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2018 Inducement Equity Incentive Plan), then 100% of the then-unvested shares will vest.
6.The PSUs are earned and become eligible to vest based on the achievement of pre-set, objective Product & Service Revenue goals for fiscal year 2020. Once the number of PSUs for which performance has been achieved has been determined, the remaining 50% of those PSUs will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. In addition, the vesting of the PSUs may be accelerated upon a change in control and/or a qualifying termination of the executive’s employment, as described in further detail in the section below entitled “Potential Payments upon Termination or Change in Control.”
7.The PSUs are earned and become eligible to vest based on the achievement of pre-set, objective cumulative Product & Service Revenue goals for fiscal years 2020 and 2021. Once the number of PSUs for which performance has been achieved has been determined, 66% of those PSUs will vest immediately, and the remaining 33% of those PSUs will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. In addition, the vesting of the PSUs may be accelerated upon a change in control and/or a qualifying termination of the executive’s employment, as described in further detail in the section below entitled “Potential Payments upon Termination or Change in Control.”
8.The PSUs are earned and become eligible to vest based on the achievement of pre-set, objective cumulative Base Business and Spatial Business Product & Service Revenue goals for fiscal years 2021 and 2022. Once the number of PSUs for which performance has been achieved has been determined, two-thirds of those PSUs will vest immediately, and the remaining one-third of those PSUs will vest on the one-year anniversary of the determination date, subject to the executive’s continued service through each vesting date. In addition, the vesting of the PSUs may be accelerated upon a change in control and/or a qualifying termination of the executive’s employment, as described in further detail in the section below entitled “Potential Payments upon Termination or Change in Control.”
| | | | | | | | |
(5)
2022 PROXY STATEMENT | Twenty-five percent of the options vest on the one year anniversary of the start date, and the remaining options will vest monthly over the next thirty-six months in approximately equal monthly amounts. Notwithstanding the foregoing, if Mr. Bailey is terminated without cause or resigns for good reason (each as defined in the executive’s applicable stock option agreement), in each case, following a change in control (as defined under our 2018 Inducement Equity Incentive Plan), then 100% of the then-unvested shares will vest.73 | NanoString Technologies, Inc. |
| | | | | | | | | | | | | | |
| | | | |
| | | | |
| l | EXECUTIVE COMPENSATION | | The restricted stock units vest on the second anniversary of Mr. Bailey's start date. Notwithstanding the foregoing, if Mr. Bailey is terminated without cause or resigns for good reason (each as defined in the executive’s applicable restricted stock unit agreement), in each case, following a change in control (as defined under our 2018 Inducement Equity Incentive Plan), then 100% of the then-unvested shares will vest. |
Option Exercises and Stock Vested
The following table sets forth information regarding exercises and vesting of equity awards by our NEOs for the year ended December 31, 2018.2021.
| | | | Option Awards | | Stock Awards | | Option Awards | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting | Name | Number of Shares Acquired on Exercise
(#) | Value Realized on Exercise
($) | Number of Shares Acquired on Vesting
(#) | Value Realized on Vesting
($) | |
| | R. Bradley Gray | — |
| | $ | — |
| | 20,415 |
| | $ | 135,181 |
| R. Bradley Gray | 69,940 | $ | 3,473,390 | | 148,857 | $ | 9,729,617 | | |
| K. Thomas Bailey | — |
| | — |
| | — |
| | — |
| K. Thomas Bailey | 31,375 | 1,356,057 | | 24,074 | 1,551,057 | | |
| Mary Tedd Allen | 41,250 |
| | 659,175 |
| | 4,666 |
| | 30,836 |
| |
| Joseph M. Beechem | — |
| | — |
| | 7,499 |
| | 49,710 |
| Joseph M. Beechem | 142,967 | 7,515,626 | | 41,259 | 2,705,320 | | |
| David Ghesquiere | — |
| | — |
| | 14,999 |
| | 120,235 |
| |
| J. Chad Brown | | J. Chad Brown | 17,387 | 912,928 | | 33,084 | 2,158,331 | | |
Executive Employment Arrangements
Each NEO is an “at-will” employee. Employment agreements with our NEOs provide for one or more of the following: annual base salary, an annual cash incentive payment targeted at a percentage of the NEO’s base salary, initial grants of stock options and/or restricted stock units and participation in our Company-widecompany-wide employee benefit plans. In addition, the employment agreements we have entered into with our NEOs provide for severance payments and benefits as described below.
The current base salary and target annual cash incentive as a percentage of each NEO’s base salary for 20192022 is as follows:
| | | | | | | | |
| Name | Base Salary
($) | Target Cash Incentive |
| | |
| R. Bradley Gray | $ | 645,000 | | 85% |
| K. Thomas Bailey | 457,000 | | 50% |
| Joseph M. Beechem | 457,000 | | 50% |
| J. Chad Brown | * | * |
|
| | | | | |
| Name | 2019 Base Salary | | Value Realized on Exercise |
| R. Bradley Gray | $ | 600,000 |
| | 85% |
| K. Thomas Bailey | 415,000 |
| | 50 |
| Mary Tedd Allen | 330,000 |
| | 50 |
| Joseph M. Beechem | 395,000 |
| | 50 |
| David Ghesquiere | 382,500 |
| | 50 |
2018 Potential Payments upon Termination or Change in Control
We have entered into employment agreements, which were most recently amended in February 2020, with our NEOs that contain severance and change in control provisions which require us to provide specific payments and benefits in connection with the termination of our NEOs’ employment in certain circumstances. As discussed below, in early 2022, we entered into a transition agreement with Mr. Brown which supersedes his employment agreement. With respect to Mr. Brown, the description below of the employment agreement reflects the terms as in effect until his employment agreement was superseded. Mr. Brown’s transition agreement does not include the change in control benefits with respect to cash payments and benefits described in this section.
| | | | | | | | |
| NanoString Technologies, Inc. | 74 | 2022 PROXY STATEMENT |
If the event of our termination of the NEO’s employment other than for “cause” (as defined in each employment agreement and summarized below) (and that is not by reason of the NEO’s death or disability), or due to the NEO’s resignation from employment with us for “good reason” (as defined in each employment agreement and summarized below), the NEO will receive continuing base salary payments for a period of six months (or in Mr. Gray’s case, 12 months) and reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to six months (or in Mr. Gray’s case, 12 months). However, if such termination other than for “cause,” death or disability, or such resignation for “good reason,” in either case, occurs within 12 months following a “change in control” (as defined in our 2013 Equity Incentive Plan or, for Mr. Bailey, under our 2018 Inducement Equity Incentive Plan), the NEO instead will be entitled to the following:
•a lump sum payment equal to 12 months (or in Mr. Gray’s case, 24 months) of his or her then-effective base salary;
•100% (or in Mr. Gray’s case, 200%) of his or her target annual cash incentive payment. This will be calculated based on the completion of a full calendar year and at the then-effective target percentage times the then-effective base salary; and
•reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his or her eligible dependents for up to 12 months (or in Mr. Gray’s case, 24 months).
In order to receive the severance benefits detailed above, each NEO is obligated to execute a release of claims against us, provided that the release becomes enforceable and irrevocable not later than 60 days following such NEO’s termination date, and to continue to comply with the terms of certain non-solicitation and non-competition requirements under the NEO’s proprietary information and inventions agreement (and for Messrs.Mr. Gray and Ghesquiere and Drs.Dr. Beechem, and Allen, certain other restricted covenants, such as non-disparagement requirements, contained in the employment agreement, and for Mr.Messrs. Bailey and Brown, any other obligations under his proprietary information and inventions agreement). Mr. Bailey’s release of claims
agreement will contain certain restrictive covenants, such as non-solicit provisions and mutual non-disparagement requirements.
For each of Messrs.Mr. Gray and Ghesquiere and Drs.Dr. Beechem, and Allen, the employment agreements provided “double trigger” acceleration of vesting of their new hire equity awards in the event of a termination without cause or resignation for good reason, in either event that occurs after a change in control of the Company.company. However, each of these new hire awards have fully vested based on continued service to the Companycompany over time. NEO equity awards generally contain similar “double trigger” vesting acceleration provisions, as described below. For each of Messrs. Bailey and Brown, the employment agreements provided “double trigger” acceleration of vesting of their new hire equity awards in the event of a termination without cause or resignation for good reason, in either event that occurs on or within 12 months after a change in control of the company.
We do not provide for any gross ups for any excise taxes that may be imposed by Section 4999 of the Internal Revenue Code. Mr. Bailey’sThe employment agreementagreements with each NEO includes a Section 280G “best results” provision that provides that, in the event that any payment to Mr. Baileythe applicable NEO is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (as a result of a payment being classified as a “parachute payment” under Section 280G of the Internal Revenue Code), Mr. Baileythe NEO will be entitled to receive such payment as would entitle him to receive the greatest after-tax benefit of either the full payment or a lesser payment which would result in no portion of such severance benefits being subject to excise tax. As described below, in 2020, the employment agreements of each other NEO’s were revised to include a similar “best results” provision.
For purposes of the 2013 Equity Incentive Plan, 2018 Inducement Equity Incentive Plan, and change in control benefits contained in the NEOs’ employment agreements, “change“change in control” means generally:
• means generally means:
the date that any one person, or more than one person acting as a group, acquires ownership of our capital stock that, together with the stock held by such person or such group, constitutes more than 50% of the total voting power of our capital stock;
•the date that a majority of members of the board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the board prior to such date; or
| | | | | | | | |
| 2022 PROXY STATEMENT | 75 | NanoString Technologies, Inc. |
•the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or group) assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately prior to such acquisition or acquisitions.
For purposes of each of the employment agreements with our NEOs (other than Mr. Bailey)Messrs. Bailey and Brown), “cause”“cause” means generally:
•a violation of one of our material written policies that continues uncured for 30 days after notification by us;
•an act of dishonesty in connection with such NEO’s responsibilities as our employee;
•such NEO’s conviction of, or plea of nolo contendere to, a felony;
•such NEO’s gross misconduct;
•such NEO’s failure or refusal to follow the lawful and proper directives of the board of directors which are within his or her duties that are not corrected within 30 days after written notice; or
•such NEO’s material breach of his or her proprietary information agreement or the non-disparagement provision of his or her employment agreement.
For purposes of each of the employment agreementagreements with Mr.Messrs. Bailey “cause”and Brown, “cause” means generally:
his•such NEO’s failure to perform (or in Mr. Bailey’s case, substantially performperform) his duties and responsibilities (other than a failure from his disability) after receiving written notice of the alleged failure and 10 days’ opportunity to cure;
his•such NEO’s commission of any act of fraud, embezzlement, dishonesty or misrepresentation;
his•such NEO’s violation of any federal or state law or regulation applicable to our business or the business of our affiliates;
his•such NEO’s breach of any confidentiality agreement or invention assignment agreement with us (or any affiliate of our affiliates);
his•such NEO’s being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, us or our affiliates; or
•in Mr. Bailey’s case, his failure to provide us with proof of his authorization to work in the U.S. (which has been provided)
For purposes of each of the employment agreements with our NEOs (other than Mr. Bailey)Messrs. Bailey and Brown), “good reason” means generally any of the following, without such NEO’s written consent:
•for Mr. Gray, a material and permanent diminution in his duties, authority or responsibilities causing such position to be of materially reduced stature or responsibility including a requirement that he is required to report to a corporate officer or employee instead of reporting directly to our board of directors or, if we become a subsidiary of another corporation, the board of directors of our parent company;
•for Drs.Dr. Beechem, and Allen and Mr. Ghesquiere, a material, adverse and permanent diminutionchange in such NEO’s position, causing such position to be of materially reduced stature or responsibility, provided that the continuance of his or her duties and responsibilities at the subsidiary or divisional level following a change in control, rather than at the parent, combined or surviving company level following the change in control, will not be deemed good reason within the meaning of this clause;
| | | | | | | | |
| NanoString Technologies, Inc. | 76 | 2022 PROXY STATEMENT |
•for Mr. Gray, our material breach of any provision of his employment agreement;
•for Drs.Dr. Beechem, and Allen and Mr. Ghesquiere, our material breach of any material provision of such NEO’s employment agreement that continues uncured for 30 days following notice by him or her;him;
•a refusal by such NEO to relocate to a facility or location more than 40 miles (or, for Mr. Gray, more than 50 miles) from our then-current location;
•a reduction of more than 5% (10% for Mr. Gray) of his base salary then in effect (other than a reduction applicable to officers of the company generally); or
•for Drs.Dr. Beechem, and Allen, and Mr. Ghesquiere, a material reduction in the kind and level of employee benefits (other than base salary) which results in a substantial reduction of the NEO’s overall benefits package (other than a reduction applicable to officers of the Companycompany generally).
To qualify as a resignation for good reason, the NEO must provide notice to us within 30 days (90 days for Mr. Gray) after the initial existence of the condition or event described above and allow us to cure the condition or event within 30 days following our receipt of the notice, and if not cured, the NEO thereafter elects to terminate his or her employment voluntarily within 30 days after the expiration of the period for correcting such condition or event. In addition, any change in the NEO’s job function or responsibilities in order to accommodate a disability under the Americans with Disabilities Act, the Family Medical Leave Act or any analogous statute or law will not constitute a basis for the NEO to resign for good reason.
For purposes of each of the employment agreementagreements with Mr.Messrs. Bailey and Brown, “good reason” means generally hissuch NEO’s resignation within 30 days after the expiration of the cure period described below following the occurrence of any of the following, without his express written consent:
•the assignment to himsuch NEO of any duties or the reduction of his duties, either of which results in a material diminution in his position or responsibilities with us, provided that the continuance of his duties and responsibilities at the subsidiary or divisional level following a change in control, rather than at the parent, combined, or surviving company level following such change in control will not be deemed good reason;
•a material reduction in hissuch NEO’s base salary;
•a material change in the geographic location at which hesuch NEO must perform services (for purposes of the foregoing, his relocation to a facility or a location less than 25 miles from his then-present location will not be considered a material change in geographic location); or
•our material breach of any material provision of hissuch NEO’s employment agreement.
Mr. Bailey’sSuch NEO’s resignation will not be deemed to be for good reason unless he has first provided us with written notice of the acts or omissions constituting the grounds for good reason within 90 days of the initial existence of the grounds for good reason and a reasonable cure period of not less than 30 days following the date we receive such notice, and such condition has not been cured during such period.
In connection with Mr. Brown’s retirement and the transition of his duties, we entered into a transition agreement effective January 7, 2022 (the “transition date”) providing that Mr. Brown will continue employment with the company on a transitional, at-will basis from the transition date until, at the latest, March 16, 2023, during which period Mr. Brown will serve as a senior advisor to the company. This transition agreement supersedes Mr. Brown’s employment agreement, and provides for Mr. Brown’s eligibility for certain transition payments and benefits, including certain payments and benefits if he is terminated without cause (as defined in his transition agreement) prior to the end of his planned separation date of March 16, 2023, but does not include the change in control
| | | | | | | | |
| 2022 PROXY STATEMENT | 77 | NanoString Technologies, Inc. |
benefits described above. Mr. Brown’s transition agreement is described in the Form 8-K filed by the company on January 10, 2022 and is filed with our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
NEO Equity Awards
The time-based equity awards granted to our NEOs generally include “double trigger” acceleration provisions. Under these provisions, if the NEO is terminated without “cause” or resigns for “good reason,” in each case, following a “change in control” (as defined under the applicable equity plan under which the award was granted), the time-based equity award will vest in full immediately prior to such termination, provided that with respect to Mr. Bailey’sthe new hire stock optionsequity grants to Messrs. Bailey and RSUs,Brown, in order for the applicable NEO to receive this acceleration of vesting, his termination without cause or for good reason must occur within 12 months following a change in control.
With respect to the above-described equity acceleration provisions, the definitions of “cause” and “good reason” are substantially the same as those set forth in Mr. Bailey’s employment agreement and described above, except that the “cause” definition does not include failure to provide proof of authorization to work in the U.S., and the good reason definition is triggered by a material breach of the applicable equity award agreement, rather than of the employment agreement. In addition, not all of the equity awards include the proviso that the continuance of the NEO’s duties and responsibilities at the subsidiary or divisional level following a change in control (rather than at the parent, combined, or surviving company level following such change in control) will not be deemed good reason.
With respect to the PSUs granted to our NEOs in 2020, if the company experiences a change in control before the end of the 2021 fiscal year, the performance goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2022 (which will be January 3, 2022) and, subject to the executive’s continued service through the vesting date, as to one-third on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) (or under the terms of our 2013 Equity Incentive Plan, if the award is not assumed, as if immediately before the change in control, as described below).
With respect to the PSUs granted to our NEOs in 2021, if the company experiences a change in control before the end of the 2022 fiscal year, the performance goals would no longer apply, and the award would vest as a time-based award as to two-thirds on the first market trading day on or after January 1, 2023 (which will be January 2, 2023) and, subject to the executive’s continued service through the vesting date, as to one-third the first market trading day on or after on January 1, 2024 (which will be January 2, 2024) (or under the terms of our 2013 Equity Incentive Plan, if the award is not assumed, as if immediately before the change in control, as described below).
For both the 2020 and 2021 PSUs, the PSUs for which performance has been achieved, or deemed achieved as a result of a change in control, are also subject to “double trigger” acceleration of vesting provisions similar to those described in the second paragraph of this “NEO Equity Awards” section, except that the good reason trigger for a material diminution in the NEO’s position or responsibilities with us does not include the proviso that the continuance of the NEO’s duties and responsibilities at the subsidiary or divisional level following a change in control (rather than at the parent, combined, or surviving company level following such change in control) will not be deemed good reason, and the trigger related to material breach of any material provision of the employment agreement instead relates to sch breach of the PSU award agreement.
As noted above, in January 2022, the Company and Mr. Brown entered into a transition agreement, which contains eligibility for certain transition benefits, including provisions that relate to his equity awards, in the event his employment with the company is terminated without cause prior to March 16, 2023, as described above.
2013 Equity Incentive Plan and 2018 Inducement Equity Incentive Plan
Our 2013 Equity Incentive Plan, or the 2013 Plan, and our 2018 Inducement Equity Incentive Plan, each provide that in the event of a merger or “change in control,” as defined under the applicable plan, each outstanding award will be treated as the administrator
| | | | | | | | |
| NanoString Technologies, Inc. | 78 | 2022 PROXY STATEMENT |
determines, except that if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels, and such
award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time.
Under our 2013 Plan, if the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation not at the request of the acquirer, his or her outstanding stock options and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and restricted stock units will lapse, and all performance goals or other vesting requirements for his or her awards with performance-based vesting will be deemed achieved at 100% of target levels, and all other terms and conditions met.
The following table describes the payments and benefits that each of our NEOs would be entitled to receive upon a change in control or upon termination of his employment in the circumstances described above under the plans and arrangements with our NEOs described above. Payments and benefits are estimated assuming that the triggering event took place on December 31, 2018,2021, and the price per share of our common stock is the closing price on The Nasdaq Global Market as of that date.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Employment Termination Without Cause or For Good Reason |
| No Change in Control | Within 12 months Following a Change in Control | More than 12 months after a Change in Control |
| Name | Severance Payments(1) ($) | Health Care Benefits(2) ($) | Severance Payments(3) ($) | Annual Cash Incentive Payment(4) ($) | Health Care Benefits(6) ($) | Equity Acceleration(5) ($) | Severance Payments(1) ($) | Health Care Benefits(2) ($) | Equity Acceleration(5) ($) | |
| | | | | | | | | | |
| R. Bradley Gray | $ | 645,000 | | $ | 25,245 | | $ | 1,290,000 | | $ | 1,096,500 | | $ | 50,490 | | $ | 9,641,521 | | $ | 645,000 | | $ | 25,245 | | $ | 9,641,521 | | |
| K. Thomas Bailey | 218,500 | | 7,490 | | 437,000 | | 218,500 | | 14,980 | | 2,807,312 | | 218,500 | | 7,490 | | 2,739,854 | | |
| Joseph M. Beechem | 218,500 | | 7,490 | | 437,000 | | 218,500 | | 14,980 | | 2,505,979 | | 218,500 | | 7,490 | | 2,505,979 | | |
J. Chad Brown(7) | 211,000 | | 9,975 | | 422,000 | | 211,000 | | 19,950 | | 2,491,240 | | 211,000 | | 9,975 | | 2,476,466 | | |
1.The amount shown in this column for each NEO consists of continuing payments of the NEO’s base salary as of December 31, 2021, for a period of six months (or in Mr. Gray’s case, twelve months).
2.The amount shown in this column for each NEO consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to 6 months (or in Mr. Gray’s case, 12 months).
3.The amount shown in this column for each NEO consists of a lump sum payment equal to twelve months (or in Mr. Gray’s case, twenty-four months) of the NEO’s base salary as of December 31, 2021.
4.The amount shown in this column for each NEO consists of a lump sum payment equal to 100% (or in Mr. Gray’s case, 200%) of the NEO’s target annual cash incentive payment, which is calculated based on the completion of a full calendar year and the then-effective target percentage times the then-effective base salary.
5.The amount shown in this column for each NEO consists of the value of the portions of the unvested in-the-money options, RSU awards and PSUs held by the NEO for which vesting is accelerated upon the triggering event. The value of each such portion of such equity awards is calculated by multiplying (x) the closing stock price of our common stock of $42.23 per share on December 31, 2021, as reported on the Nasdaq Global Market (and in the case of options, less the exercise price per share of the option) by (y) the number of shares covered by such portion of the equity award.
6.The amount shown in this column for each NEO consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his eligible dependents for up to 12 months (or in Mr. Gray’s case, 24 months).
7.The transition agreement entered into with Mr. Brown effective January 7, 2022 supersedes his employment agreement, including the payments and benefits shown in the table. The terms of his transition agreement are described in the Form 8-K filed by the company on January 10, 2022.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Employment Termination Without Cause or For Good Reason and No Change in Control | | Employment Termination Without Cause or For Good Reason Within 12 months Following a Change in Control | | Employment Termination Without Cause or For Good Reason More than 12 months after a Change in Control |
| Name | Severance Payments (1) | | Severance Payments (2) | | Annual Cash Incentive Payment (3) | | Equity Acceleration (4) | | Health Care Benefits (5) | | Severance Payments (1) | | Equity Acceleration (4) |
| R. Bradley Gray | $ | 565,000 |
| | $ | 1,130,000 |
| | $ | 960,500 |
| | $ | 3,291,983 |
| | $ | 48,595 |
| | $ | 565,000 |
| | $ | 3,291,983 |
|
| K. Thomas Bailey | 200,000 |
| | 400,000 |
| | 200,000 |
| | 1,152,700 |
| | 21,600 |
| | 200,000 |
| | — |
|
| Mary Tedd Allen | 160,000 |
| | 320,000 |
| | 144,000 |
| | 988,493 |
| | 7,063 |
| | 160,000 |
| | 988,493 |
|
| Joseph M. Beechem | 192,500 |
| | 385,000 |
| | 192,500 |
| | 1,125,482 |
| | 21,600 |
| | 192,500 |
| | 1,125,482 |
|
| David Ghesquiere | 187,500 |
| | 375,000 |
| | 187,500 |
| | 1,293,417 |
| | 15,003 |
| | 187,500 |
| | 1,293,417 |
|
| | | | | | | | |
(1)
2022 PROXY STATEMENT | The amount shown in this column for each NEO consists of continuing payments of the NEO's base salary as of December 31, 2018, for a period of six months (or in Mr. Gray's case, twelve months).79 | NanoString Technologies, Inc. |
| | | | | | | | | | | | | | |
(2)
| The amount shown in this column for each NEO consists of a lump sum payment equal to twelve months (or in Mr. Gray's case, twenty-four months) of the NEO’s base salary as of December 31, 2018. |
| | |
(3)
| The amount shown in this column for each NEO consists of a lump sum payment equal to 100% (or in Mr. Gray's case, 200%) of the NEO’s target annual cash incentive payment, which is calculated based on the completion of a full calendar year and the then-effective target percentage times the then-effective base salary. |
| | |
| l | EXECUTIVE COMPENSATION | | The amount shown in this column for each NEO consists of the value of the portions of the unvested in-the-money options and restricted stock unit awards held by the NEO for which vesting is accelerated upon the triggering event. The value of each such portion of such equity awards is calculated by multiplying (x) the closing stock price of our common stock of $14.83 per share on December 31, 2018, as reported on the Nasdaq Global Market (and in the case of options, less the exercise price per share of the option) by (y) the number of shares covered by such portion of the equity award. |
CEO PAY RATIO
Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.
Measurement Date
We identified the median employee using our employee population on December 31, 2021 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).
Consistently Applied Compensation Measure (CACM)
Under the relevant rules, we are required to identify the median employee by use of a “consistently applied compensation measure”, or CACM. We chose a CACM that closely approximates the annual target total direct compensation of our employees. Specifically, we identified the median employee by aggregating, for each employee: (a) annual base pay, (b) annual cash incentive, and (c) the estimated grant date fair value of any equity awards granted during 2021. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable annual average exchange rate.
Methodology and Pay Ratio
After applying our CACM method, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation as calculated using Summary Compensation Table requirements was $133,439. Our Chief Executive Officer’s total annual compensation as reported in the Summary Compensation Table was $5,771,962. Therefore, our CEO Pay Ratio for 2021 is approximately 43:1.
This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.
| | | | | | | | |
| NanoString Technologies, Inc. | 80 | 2022 PROXY STATEMENT |
(5) | | | | | | | | | | | |
| | | |
| | | The amount shown in this column for each NEO consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the NEO and his or her eligible dependents for up to 12 months (or in Mr. Gray’s case, 24 months). |
Risk Analysis of our Compensation Plans
Our compensation committee reviews and discusses with management the risks arising from our executive compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. In addition, our compensation committee engaged Arnosti Consulting in 2017 and 2018 and then Radford in at the end of 2018 to independently review our executive compensation program. Based on those reviews, the compensation committee structures our executive compensation program to encourage our NEOs to focus on both long-term and short-term success. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us.
Compensation Committee Interlocks and Insider Participation
During 2018, the members of our compensation committee included Drs. Galakatos and Malloy and Mr. Norden. As of April 26, 2019, the members of our compensation committee are Dr. Malloy and Mr. Norden. None of the members of our compensation committee is or has been an officer or employee of us. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee. We are a party to a certain transaction with a significant stockholder affiliated with Dr. Galakatos as described in the section captioned “Related Person Transactions” below.
Insider Trading Policy
In connection with our initial public offering, we established an insider trading policy that prohibits, among other things, short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock.
Compensation Committee Report
Our compensation committee has reviewed the Compensation Discussion and Analysis provided above with management. Based on such review and discussion, our compensation committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2018 and this proxy statement.
Respectfully submitted by the members of the compensation committee of the board of directors:
Gregory Norden, Chair
Dr. Kirk D. Malloy
Dr. Nicholas Galakatos
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock at April 22, 201921, 2022 for:
•each person who we know beneficially owns more than 5% of our common stock;
•each of our directors;
•each of our named executive officers; and
•all of our directors and executive officers as a group.
The percentage of beneficial ownership shown in the table is based upon 35,047,18046,411,835 shares outstanding as of April 22, 2019.21, 2022.
Information with respect to beneficial ownership has been furnished by each director, executive officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules take into account shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before the 60th day after April 22, 2019,21, 2022, as well as restricted stock units that vest on or before such date. Certain of the options granted to our named executive officers may be exercised prior to the vesting of the underlying shares. We refer to such options as being “early exercisable.” Shares of common stock issued upon early exercise are subject to our right to repurchase such shares until such shares have vested. These shares are deemed to be outstanding and beneficially owned by the person holding those options or a warrant for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.
Except as otherwise noted below, the address for each person or entity listed in the table is c/o NanoString Technologies, Inc., 530 Fairview Avenue North, Seattle, Washington 98109.
| | | | | | | | |
| Name of Beneficial Owner | Shares | Percentage |
| | |
| 5% Stockholders: | | |
FMR LLC(1) | 6,852,571 | 14.8% |
Wellington Group Holdings LLP(2) | 5,557,968 | 12.0% |
Blackrock, Inc.(3) | 4,428,403 | 9.5% |
ARK Investment Management LLC(4) | 3,917,273 | 8.4% |
RA Capital Management, L.P.(5) | 3,517,694 | 7.6% |
Vanguard(6) | 3,426,504 | 7.4% |
Alger Associates, Inc.(7) | 3,081,660 | 6.6% |
| | | | | | | | |
| 2022 PROXY STATEMENT | 81 | NanoString Technologies, Inc. |
|
| | | | | |
| Name of Beneficial Owner | Shares | | Percentage |
| 5% Stockholders: | | | |
ARK Investment Management LLC (1) | 3,140,420 |
| | 9.0 | % |
Cadian Capital Management, LP (2) | 2,294,046 |
| | 6.5 | % |
Entities affiliated with Levin Capital Strategies (3) | 2,228,595 |
| | 6.4 | % |
Blackrock, Inc. (4) | 2,209,376 |
| | 6.3 | % |
Entities affiliated with Wellington Management Company (5) | 2,090,546 |
| | 6.0 | % |
Entities affiliated with Clarus Funds (6) | 2,036,025 |
| | 5.8 | % |
| Directors and Named Executive Officers: | | | |
R. Bradley Gray (7) | 714,728 |
| | 2.0 | % |
K. Thomas Bailey (8) | 35,551 |
| | * |
|
Mary Tedd Allen, Ph.D. (9) | 102,558 |
| | * |
|
Joseph M. Beechem, Ph.D. (10) | 266,140 |
| | * |
|
David W. Ghesquiere (11) | 243,801 |
| | * |
|
William D. Young (12) | 159,588 |
| | * |
|
Elisha Finney (13) | 31,931 |
| | * |
|
Nicholas Galakatos, Ph.D. (14) | 53,189 |
| | * |
|
Robert Hershberg, M.D., Ph.D. (15) | 45,955 |
| | * |
|
Kirk Malloy, Ph.D. (16) | 39,374 |
| | * |
|
Gregory Norden (17) | 73,595 |
| | * |
|
Charles P. Waite (18) | 54,896 |
| | * |
|
All directors and executive officers as a group (13 persons) (19) | 1,864,231 |
| | 5.1 | % |
| | | | | | | | | | | | | | |
| | | | |
| | | | |
| l | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | |
| | | | | | | | |
| Directors and Named Executive Officers: | | |
R. Bradley Gray(8) | 673,584 | 1.4% |
K. Thomas Bailey(9) | 27,144 | * |
Joseph M. Beechem, Ph.D.(10) | 219,522 | * |
J. Chad Brown(11) | 28,167 | * |
William D. Young(12) | 75,402 | * |
Elisha Finney(13) | 44,328 | * |
Janet George(14) | 2,741 | * |
| Teresa Foy, Ph.D. | — | * |
Don R. Kania(15) | 20,718 | * |
Kirk Malloy, Ph.D.(16) | 24,213 | * |
Gregory Norden(17) | 68,096 | * |
Dana Rollison, Ph.D.(18) | 2,741 | * |
Charles P. Waite(19) | 12,240 | * |
All current directors and executive officers as a group (12 persons)(20) | 1,170,729 | 2.5% |
(*) *Less than one percent.
| |
(1)
| Based solely on the most recently available Schedule 13G filed with the SEC on February 14, 2019. The address of the foregoing persons and entities is 3 East 28th Street, 7th Floor, New York, New York 10016. |
| |
(2)
| The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC on February 13, 2019. All securities reported in the Schedule 13G/A are directly owned by advisory clients of Cadian Capital Management, LP (“Cadian”). None of the advisory clients individually owns more than 5% of the common stock |
1.The number of NanoString Technologies, Inc. Eric Bannaschshares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by FMR LLC on February 9, 2022. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to beneficially ownform a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares heldowned directly by the various investment companies, or Fidelity Funds, registered under the Investment Company Act advised by Fidelity Management & Research Company LLC, or FMR Co. LLC, a wholly owned subsidiary of recordFMR LLC, which power resides with the Fidelity Funds’ boards of trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by Cadian.the Fidelity Funds’ boards of trustees. The address of each of the foregoing persons and entities is 535 Madison Avenue, 36245 Summer Street, Boston, Massachusetts 02210.
2.thThe number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP on February 4, 2022. The reported securities are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities. The address of the foregoing persons and entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
3.The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by Blackrock, Inc. on February 3, 2022. The address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.
4.Based solely on the most recently available Schedule 13G/A filed with the SEC by ARK Investment Management LLC on February 16, 2021. The address of ARK Investment Management LLC is 3 East 28th Street, 7th Floor, New York, New York 10016.
5.The number of shares owned set forth above is based solely on the most recently available Schedule 13/G filed with the SEC by RA Capital Management, L.P. (“RA Capital”) on April 28, 2022. The reported shares are held of record by RA Capital Healthcare Fund, L.P. (the “Fund”). Because the Fund has divested itself of voting and investment power over the reported shares and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the reported shares for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”). RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner of the reported shares. As managers of RA Capital, Peter Kolchinsky and Rajeev Shah may be deemed beneficial owners of any securities of the Company beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the reported shares other than for the purpose of determining their obligations under Section 13(d) of the Act. The address of RA Capital is 200 Berkeley Street, 18th Floor, Boston, MA 02116.
6.The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC by The Vanguard Group on February 10, 2022. The address of the Vanguard Group is 100 Vanguard Blvd., Malvern PA 19355.
| | | | | | | | |
| NanoString Technologies, Inc. | 82 | 2022 PROXY STATEMENT |
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| | | | |
| l | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | |
7.The number of shares owned set forth above is based solely on the most recently available Schedule 13G filed with the SEC by Alger Associates, Inc. on February 14, 2022. The reported securities are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Fred Alger Management, LLC, or FAM, a registered investment adviser. FAM is a 100% owned subsidiary of Alger Group Holdings, LLC, or AGH, a holding company. AGH is a 100% owned subsidiary of Alger Associates, Inc., a holding company. The address of the foregoing entities is 100 Pearl Street, 27th Floor, New York, NY 10022.10004.
8.Includes 202,298 shares held and options to purchase 471,286 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
9.Includes 19,372 shares held and options to purchase 7,772 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
10.Includes 85,375 shares held and options to purchase 134,147 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
11.Includes 20,353 shares held and options to purchase 7,814 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
12.Includes 7,410 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 64,102 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
13.Includes 4,650 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 35,788 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
14.Includes 1,676 shares held and 1,065 restricted stock units scheduled to vest within 60 days of April 21, 2022.
15.Includes 5,520 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 11,308 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
16.Includes 5,510 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 14,813 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
17.Includes 7,410 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 56,796 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
18.Includes 1,676 shares held and 1,065 restricted stock units scheduled to vest within 60 days of April 21, 2022.
19.Includes 7,410 shares held, 3,890 restricted stock units scheduled to vest and options to purchase 940 shares that are exercisable within 60 days of April 21, 2022, all of which are vested as of such date.
20.Includes 348,307 shares held, 25,470 restricted stock units scheduled to vest, and options to purchase 796,952 shares that are exercisable within 60 days of April 21, 2022. Excludes shares held by Mr. Brown as he was not an executive officer as of April 21, 2022.
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(3)
2022 PROXY STATEMENT | The number of shares owned set forth above is based solely on the most recently available Schedule 13G filed with the SEC on January 24, 2018. Consists of 1,050,851 shares held directly by Levin Capital Strategies, L.P., and 1,177,744 shares held directly by Levin Capital Strategies G.P., LLC. The address of Levin Capital Strategies is 595 Madison Avenue, 17th Floor, New York, New York 10022.83 | NanoString Technologies, Inc. |
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(4)
| Based solely on the most recently available Schedule 13G/A filed with the SEC on February 6, 2019. The address of the foregoing persons and entities is 55 East 52nd Street, New York, New York 10055. |
| |
(5)
| The number of shares owned set forth above is based solely on the most recently available Schedule 13G/A filed with the SEC on February 12, 2019. The address of Wellington Management Company is 280 Congress Street, Boston, Massachusetts 02210. |
| |
(6)
| The number of shares owned set forth above is based solely on the most recently available Schedule D/A filed with the SEC on March 22, 2019. Consists of 2,036,025 shares held directly by Clarus Lifesciences II, L.P. (“Clarus”). Clarus Ventures II GP, L.P (“Clarus GP”) is the general partner of Clarus. Blackstone Clarus II L.L.C. is the general partner of Clarus GP. The sole member of Blackstone Clarus II L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The controlling stockholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by Clarus, but each (other than Clarus) disclaims beneficial ownership of such shares. The address for each of Clarus and Clarus GP is c/o Clarus Ventures LLC, 101 Main Street, Suite 1210, Cambridge, Massachusetts 02142. The address for each of the other Blackstone entities and Mr. Schwarzman is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154. |
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(7)
| Includes 76,530 shares held and options to purchase 638,198 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(8)
| Consists of options to purchase 35,551 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(9)
| Includes 30,433 shares held and options to purchase 72,125 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
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(10)
| Includes 37,101 shares held and options to purchase 229,039 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(11)
| Includes 51,822 shares held and options to purchase 191,979 that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(12)
| Includes 30,000 shares held and options to purchase 129,588 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(13)
| Consists of options to purchase 31,931 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(14)
| Consists of options to purchase 53,189 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. In connection with The Blackstone Group's acquisition of Clarus Ventures in October 2018, voting and dispositive control of the shares held by Clarus Ventures is as described in footnote 6 above. |
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(15)
| Consists of options to purchase 45,955 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
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(16)
| Consists of options to purchase 39,374 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
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(17)
| Includes 10,000 shares held, and options to purchase 63,595 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
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(18)
| Includes 1,707 shares held and options to purchase 53,189 shares that are exercisable within 60 days of April 22, 2019, all of which are vested as of such date. |
| |
(19)
| Includes 246,530 shares held and options to purchase 1,617,701 shares that are exercisable within 60 days of April 22, 2019. |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table summarizes information about our equity compensation plans as of December 31, 2018.2021. All outstanding awards relate to our common stock.
| | | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (1) | Plan Category | (a) Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2) |
| | Equity compensation plans approved by security holders: | | | | | | Equity compensation plans approved by security holders: | |
| 2004 Stock Option Plan | 695,640 |
| | $ | 2.95 |
| | — |
| 2004 Stock Option Plan | 39,310 | | $ | 2.34 | | — | |
| 2013 Equity Incentive Plan | 5,357,841 |
| | 11.20 |
| | 737,732 |
| 2013 Equity Incentive Plan | 3,281,695 | | 17.19 | | 2,713,058 | |
| 2013 Employee Stock Purchase Plan | — |
| | N.A. |
| | 266,884 |
| 2013 Employee Stock Purchase Plan | — | | N.A | 752,884 | |
Equity compensation plans not approved by security holders: | 130,000 |
| | 5.96 |
| | 120,000 |
| 30,001 | | 18.88 | 70,000 | |
| Total | 6,183,481 |
| | N.A. |
| | 1,124,616 |
| Total | 3,351,006 | | N.A. | 3,535,942 | |
(1) 1.Represents the outstanding options’ weighted-average exercise price and does not take into account the shares issuable upon vesting of outstanding performance stock units or restricted stock units, which do not have an exercise price.
2.Our 2013 Equity Incentive Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (a) 1,406,250 shares; (b) 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; and (c) such other amount as the board of directors may determine. Our 2013 Employee Stock Purchase Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (a) 1% of the outstanding shares of common stock on the first day of such fiscal year; (b) 281,250 shares; and (c) such other amount as the board of directors, or a committee appointed by the board of directors, may determine.
(2) 3.On January 15, 2018, our board of directors adopted the NanoString Technologies, Inc. 2018 Inducement Equity Incentive Plan, or the Inducement Plan, and, subject to the adjustment provisions of the Inducement Plan, reserved 250,000 shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Indu cementInducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to our 2013 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception or to comply with the Nasdaq acquisition and merger exception. However, our 2013 Equity Incentive Plan permits certain exchange programs (including repricings) without stockholder approval, while the Inducement Plan requires stockholder approval for such exchange programs.
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| NanoString Technologies, Inc. | 84 | 2022 PROXY STATEMENT |
RELATED PERSON TRANSACTIONS
Related Person Transaction Policy
We have adopted a formal, written policy that our executive officers, directors (including director nominees), holders of more than 5% of any class of our voting securities, and any member of the immediate family of or any entities affiliated with any of the foregoing persons, are not permitted to enter into a related person transaction with us without the prior approval or, in the case of pending or ongoing related person transactions, ratification of our audit committee. For purposes of our policy, a related person transaction is a transaction, arrangement or relationship where we were, are or will be involved and in which a related person had, has or will have a direct or indirect material interest, other than transactions available to all of our United States employees.
Certain transactions with related parties, however, are excluded from the definition of a related person transaction including, but not limited to: (1) transaction with another company at which a related person’s only relationship is as an employee (excluding as an executive officer or a director) or beneficial owner of less than 5% of that company’s shares; (2) transaction where the related person’s interest arises solely from the ownership of our equity securities and all holders of our common stock received the same benefit on a pro rata basis (e.g. dividends); (3) transactions available to all employees generally; (4) transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $50,000; and (5) transactions in which the related person’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company.company.
No member of the audit committee may participate in any review, consideration or approval of any related person transaction where such member or any of his or her immediate family members, or any entities with which the audit committee member is affiliated, is the related person. In approving or rejecting the proposed agreement, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to: (1) the benefits and perceived benefits, or lack thereof, to our company; (2) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (3) the materiality and character of the related person’s direct and indirect interest; (4) the actual or apparent conflict of interest of the related person; (5) the availability of other sources for comparable products or services; (6) the opportunity costs of alternative transactions; (7) the terms of the transaction; (8) the commercial reasonableness of the terms of the proposed transaction; and (9) terms available to unrelated third parties or to employees under the same or similar circumstances. In reviewing proposed related person transactions, the audit committee will only approve or ratify related person transactions that are in, or not inconsistent with, the best interests of our company and stockholders, as the audit committee determines in good faith.
In addition to the arrangements described below, we have also entered into the arrangements which are described where required in the section captioned “Executive Compensation — Executive Employment Arrangements”.
Indebtedness of Directors and Officers
None of our current or former directors or executive officers is indebted to us, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us.
Other Transactions
We have entered into separate indemnification agreements with each of our directors and certain of our officers, including our named executive officers.
We have granted stock options, performance stock unitsPSUs and restricted stock unitsRSUs to our named executive officers, other executive officers and our non-employee directors.
Certain of our executive officers are participants in our 2013 Employee Stock Purchase Plan.
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| 2022 PROXY STATEMENT | 85 | NanoString Technologies, Inc. |
OTHER MATTERS
Third Party Compensation of Directors
None of our directors are a party to any agreement or arrangement that would require disclosure pursuant to NASDAQNasdaq Rule 5250(b)(3).
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the SEC and NASDAQ.Nasdaq. Such directors, executive officers, and ten percent stockholders are also required to furnish us with copies of all Section 16(a) forms that they file.
Based solely on a review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during 2018,2021, all of our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them.them, except that Mr. Malloy in one instance did not timely file information regarding the sale of shares disposed pursuant to a Rule 10b5-1 trading plan, which information was inadvertently filed late on a Form 4 filing.
20182021 Annual Report and SEC Filings
Our financial statements for the year ended December 31, 20182021 are included in our annual report on Form 10-K. Our annual report and this proxy statement are posted on our website at www.nanostring.com and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Douglas S. Farrell, Investor Relations, NanoString Technologies, Inc., 530 Fairview Avenue North, Seattle, WA 98109.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote shares they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
Seattle, Washington
April 26, 2019
29, 2022
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| NanoString Technologies, Inc. | 86 | 2022 PROXY STATEMENT |
APPENDIX A
NANOSTRING TECHNOLOGIES, INC.
2022 EQUITY INCENTIVE PLAN
1.Purposes of the Plan. The purposes of this Plan are:
•to attract and retain the best available personnel for positions of substantial responsibility,
•to provide additional incentive to Employees, Directors and Consultants, and
•to promote the success of the Company’s business.
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
2.Definitions. As used herein, the following definitions will apply:
(a)“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(b)“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including without limitation the related issuance of Shares, including without limitation under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.
(c)“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.
(d)“Award Agreement” means the written or electronic agreement provided by the Company setting forth the terms and provisions applicable to an Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(e)“Board” means the Board of Directors of the Company.
(f)“Change in Control” means the occurrence of any of the following events:
(i)Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total
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| 2022 PROXY STATEMENT | A1 | NanoString Technologies, Inc. |
voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or
(ii)Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors 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 purposes of this subsection (ii), 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 Change in Control; or
(iii)Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
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, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(g)“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder will include such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
(h)“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee of the Board, in accordance with Section 4 hereof.
(i)“Common Stock” means the common stock of the Company.
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| NanoString Technologies, Inc. | A2 | 2022 PROXY STATEMENT |
(j)“Company” means NanoString Technologies, Inc., a Delaware corporation, or any successor thereto.
(k)“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary of the Company to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.
(l)“Director” means a member of the Board.
(m)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
(n)“Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(o)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
(p)“Exchange Program” means a program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution, and/or (iii) the exercise price of an outstanding Award is reduced. Pursuant to the provisions of Section 4(c), the Administrator may not institute an Exchange Program.
(q)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, or the New York Stock Exchange, its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii)In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, fair market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose. The determination of fair market value for purposes of tax withholding
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| 2022 PROXY STATEMENT | A3 | NanoString Technologies, Inc. |
may be made in the Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
(r)“Fiscal Year” means the fiscal year of the Company.
(s)“Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(t)“Inside Director” means a Director who is an Employee.
(u)“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(v)“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(w)“Option” means a stock option granted pursuant to the Plan.
(x)“Outside Director” means a Director who is not an Employee.
(y)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(z)“Participant” means the holder of an outstanding Award.
(aa)“Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 11.
(ab)“Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 11.
(ac)“Period of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, continued service, the achievement of target levels of performance, the achievement of performance goals, or the occurrence of other events as determined by the Administrator.
(ad)“Plan” means this 2022 Equity Incentive Plan.
(ae)“Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 8 of the Plan, or issued pursuant to the early exercise of an Option.
(af)“Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(ag)“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(ah)“Section 16(b)” means Section 16(b) of the Exchange Act.
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| NanoString Technologies, Inc. | A4 | 2022 PROXY STATEMENT |
(ai)“Section 409A” means Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder, from time to time, or any state law equivalent.
(aj)“Securities Act” means the U.S. Securities Act of 1933, as amended, as amended, including the rules and regulations promulgated thereunder.
(ak)“Service Provider” means an Employee, Director or Consultant.
(al)“Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(am)“Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with an Option, that pursuant to Section 10 is designated as a Stock Appreciation Right.
(an)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
(ao)“Trading Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is open for trading.
(ap)“U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.
3.Stock Subject to the Plan.
(a)Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is (i) 2,500,000 Shares, plus (ii) (A) any Shares that, as of immediately prior to the termination or expiration of the Company’s 2013 Equity Incentive Plan (the 2013 Plan”), have been reserved but not issued pursuant to any awards granted under the 2013 Plan and are not subject to any awards granted thereunder, plus (B) any Shares subject to awards granted under the 2013 Plan that, after 2013 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant to clause (ii) above equal to 6,814,978 Shares. In addition, Shares may become available for issuance under the Plan pursuant to Section 3(b). The Shares may be authorized, but unissued, or reacquired Common Stock.
(b)Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that actually have been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company due to failure to vest, such Shares will become available for future grant under the Plan.
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| 2022 PROXY STATEMENT | A5 | NanoString Technologies, Inc. |
For the avoidance of doubt, Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for future grant of Awards. Shares acquired pursuant to Awards used to pay the exercise price or purchase price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to this Section 3(b).
(c)Share Reserve. The Company, at all times during the term of this Plan, will reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
4.Administration of the Plan.
(a)Procedure.
(i)Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.
(iii)Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to comply with Applicable Laws.
(iv)Delegation of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.
(b)Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion, to:
(i)determine the Fair Market Value;
(ii)select the Service Providers to whom Awards may be granted hereunder;
(iii)to determine whether and to what extent Awards are granted hereunder;
(iv)determine the number of Shares or dollar amounts to be covered by each Award granted hereunder;
(v)approve forms of Award Agreement for use under the Plan;
(vi)determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. The terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
(vii)construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
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| NanoString Technologies, Inc. | A6 | 2022 PROXY STATEMENT |
(viii)prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of facilitating compliance with applicable non‑U.S. laws, easing the administration of the Plan or for qualifying for favorable tax treatment under applicable non‑U.S. laws;
(ix)modify or amend each Award (subject to Section 4(c) and Section 19 of the Plan), including without limitation the discretionary authority to extend the post-service exercisability period of Awards; provided, however, that in no event will the term of an Option or Stock Appreciation Right be extended beyond its original maximum term;
(x)allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 15 of the Plan;
(xi)authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xii)temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable Laws, provided that such suspension must be lifted prior to the expiration of the maximum term and post-service exercisability period of an Award, unless doing so would not comply with Applicable Laws;
(xiii)allow a Participant, to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to the Participant under an Award, subject to Section 15(c);
(xiv)determine whether Awards will be settled in Shares, cash or in any combination thereof;
(xv)impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and
(xvi)make all other determinations deemed necessary or advisable for administering the Plan.
(c)No Exchange Program. Notwithstanding the powers of the Administrator set forth herein, the Administrator may not institute an Exchange Program.
(d)Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.
5.Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6.Limitations.
(a)Incentive Stock Options.
(i)$100,000 Limitation. Notwithstanding any designation of an Option as an Incentive Stock Option, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options
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| 2022 PROXY STATEMENT | A7 | NanoString Technologies, Inc. |
will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.
(ii)Maximum Option Term. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.
(iii)Option Exercise Price. In the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.
(b)Dividends. Dividends or other distributions payable with respect to Shares subject to Awards will not be paid before and unless the underlying Shares vest, and will be subject to the same forfeitability provisions as the underlying Shares. No dividends or other distributions will be paid with respect to Shares that are subject to unexercised Options or Stock Appreciation Rights, provided that nothing in this Section 6(b) shall preclude the Administrator from exercising its powers and authority under Section 14.
(c)Outside Director Limitations. In any Fiscal Year, no Outside Director may be granted equity awards (including any Awards granted under this Plan), the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles, and be provided any cash retainers or annual or meeting fees for service as an Outside Director in amounts that, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, will be excluded for purposes of this Section 6(c).
7.Stock Options.
(a)Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b)Stock Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(c)Term of Option. Subject to the provisions of Section 6 relating to Incentive Stock Options, the term of each Option will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement.
(d)Option Exercise Price and Consideration.
(i)Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant, subject to the provisions of Section 6. Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.
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| NanoString Technologies, Inc. | A8 | 2022 PROXY STATEMENT |
(ii)Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
(iii)Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of, without limitation: (1) cash (including cash equivalents); (2) check; (3) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4) consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (5) by reduction in the amount of any Company liability to the Participant; (6) by net exercise; (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of payment.
(e)Exercise of Option.
(i)Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives: (i) notice of exercise (in accordance with the procedures that the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with any applicable tax withholdings). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(ii)Cessation of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the cessation of the Participant’s Service Provider status as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following cessation of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service
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| 2022 PROXY STATEMENT | A9 | NanoString Technologies, Inc. |
Provider status, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iii)Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following cessation of the Participant’s Service Provider status. Unless otherwise provided by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of the Participant’s Service Provider status, the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iv)Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s death. Unless otherwise provided by the Administrator, if at the time of death, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(v)Tolling Expiration. A Participant’s Award Agreement may also provide that:
(1)if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would result in liability under Section 16(b), then the Option will terminate on the earlier of (A) the expiration of the term of the Option set forth in the Award Agreement, or (B) the tenth (10th) day after the last date on which such exercise would result in liability under Section 16(b); or
(2)if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option will terminate on the earlier of (A) the expiration of the term of the Option or (B) the expiration of a period of thirty (30) days after the cessation of the Participant’s status as a Service Provider during which the exercise of the Option would not be in violation of such registration requirements.
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| NanoString Technologies, Inc. | A10 | 2022 PROXY STATEMENT |
8.Restricted Stock.
(a)Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b)Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction (if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.
(c)Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction.
(d)Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. The Administrator may set restrictions based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
(e)Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any applicable Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.
(f)Voting Rights. During any applicable Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.
(g)Dividends and Other Distributions. During any applicable Period of Restriction, and subject to Section 6(b) of the Plan, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.
(h)Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and, subject to Section 3, again will become available for grant under the Plan.
9.Restricted Stock Units.
(a)Grant. Subject to the terms and conditions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
(b)Vesting Criteria and Other Terms. The Administrator will set vesting criteria (if any) in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon continued employment or
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| 2022 PROXY STATEMENT | A11 | NanoString Technologies, Inc. |
service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.
(c)Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d)Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable at the time(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.
(e)Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company and, subject to Section 3, again will become available for grant under the Plan.
10.Stock Appreciation Rights.
(a)Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
(b)Number of Shares. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Service Provider.
(c)Exercise Price and Other Terms. The per Share exercise price for the Shares to be issued pursuant to exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.
(d)Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise (if any), and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(e)Term and Expiration of Stock Appreciation Rights. The term of each Stock Appreciation Right will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Subject to the immediately preceding sentence, a Stock Appreciation Right granted under the Plan will expire upon the date as determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(e) relating to exercise also will apply to Stock Appreciation Rights.
(f)Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined as the product of:
(i)The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; and
(ii)The number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value, or in some combination of both.
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| NanoString Technologies, Inc. | A12 | 2022 PROXY STATEMENT |
11.Performance Units and Performance Shares.
(a)Grant of Performance Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant .
(b)Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c)Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) (if any) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria based upon continued employment or service, the achievement of specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service)), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion.
(d)Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.
(e)Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.
(f)Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and, subject to Section 3, again will be available for grant under the Plan.
12.Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any of its Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
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| 2022 PROXY STATEMENT | A13 | NanoString Technologies, Inc. |
13.Transferability of Awards. Unless determined otherwise by the Administrator (and subject to the provisions of Section 4(c)), 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 and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
14.Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a)Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award and the numerical Share limits in Section 3 of the Plan. Notwithstanding the preceding, the number of Shares subject to any Award always will be a whole number.
(b)Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised (with respect to an Option or SAR) or vested (with respect to an Award other than an Option or SAR), an Award will terminate immediately prior to the consummation of such proposed action.
(c)Merger or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this Section 14(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly.
In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise the Participant’s outstanding Option and Stock Appreciation Right (or portion thereof) that is not assumed or substituted for, including Shares as to which such Award would not otherwise be vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to such Awards with performance-based vesting (or portions thereof) not assumed or
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| NanoString Technologies, Inc. | A14 | 2022 PROXY STATEMENT |
substituted for, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically provided otherwise by the Administrator or under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that such Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such period.
For the purposes of this subsection 14(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. For the avoidance of doubt, the Administrator may determine that, for purposes of this Section 14(c), the Company is the successor corporation with respect to some or all Awards.
Notwithstanding anything in this subsection 14(c) to the contrary, and unless otherwise provided by the Administrator or under an Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
Notwithstanding anything in this subsection (c) to the contrary, if a payment under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement or other written agreement related to the Award does not comply with the definition of “change in control” for purposes of a distribution under Section 409A, then any payment of an amount that otherwise is accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable under Section 409A.
15.Tax.
(a)Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax withholding obligations are due, the Company (or any of its Subsidiaries, Parents or affiliates employing or retaining the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its Subsidiaries, Parents or affiliates, as applicable), an amount sufficient to satisfy U.S. federal, state, and local, non-U.S., and other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
(b)Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, check or other cash equivalents; (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse
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| 2022 PROXY STATEMENT | A15 | NanoString Technologies, Inc. |
accounting consequences, as the Administrator determines in its sole discretion; (iii) delivering to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion; (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion; (v) such other consideration and method of payment for the meeting of tax withholding obligations as the Administrator may determine to the extent permitted by Applicable Laws; or (vi) any combination of the foregoing methods of payment. The withholding amount will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
(c)Compliance With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. Each payment or benefit under this Plan and under each Award Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Plan, each Award and each Award Agreement under the Plan is intended to be exempt from or otherwise meet the requirements of Section 409A and will be construed and interpreted including but not limited with respect to ambiguities and/or ambiguous terms, in accordance with such intent, in accordance with such intent, except as otherwise specifically determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company or any of its Subsidiaries or Parents have any responsibility, obligation or liability under the terms of this Plan to reimburse, indemnify, or hold harmless any Participant or any other person in respect of Awards, for any taxes, interest or penalties imposed, or other costs incurred, as a result of Section 409A.
16.No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider, nor interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
17.Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
18.Term of Plan. Subject to Section 23 of the Plan, the Plan will become effective upon its approval by the Company’s stockholders. It will continue in effect for a term of ten (10) years from the date of the initial Board (or its designated Committee) action to adopt the Plan unless terminated earlier under Section 19 of the Plan.
19.Amendment and Termination of the Plan.
(a)Amendment and Termination. The Administrator may at any time amend, alter, suspend or terminate the Plan.
(b)Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of
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| NanoString Technologies, Inc. | A16 | 2022 PROXY STATEMENT |
the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
20.Conditions Upon Issuance of Shares.
(a)Legal Compliance. Shares will not be issued pursuant to an Award, including without limitation upon exercise or vesting thereof, as applicable, unless the issuance and delivery of such Shares and exercise or vesting of the Award, as applicable, will comply with Applicable Laws. If required by the Administrator, issuance will be further subject to the approval of counsel for the Company with respect to such compliance. If the Company determines it to be impossible or impractical to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any Applicable Laws, registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the U.S. Securities and Exchange Commission, the stock or share exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, the Company will be relieved of any liability regarding the failure to issue or sell such Shares as to which such authority, registration, qualification or rule compliance was not obtained and the Administrator reserves the authority, without the consent of a Participant, to terminate or cancel Awards with or without consideration in such a situation.
(b)Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
21.Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any U.S. state or federal law or non-U.S. law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.
22.Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, all Awards granted under the Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws (the “Clawback Policy”). The Administrator may require a Participant to forfeit, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 22 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any Parent or Subsidiary of the Company.
23.Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
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| 2022 PROXY STATEMENT | A17 | NanoString Technologies, Inc. |
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NANOSTRING TECHNOLOGIES, INC. 530 FAIRVIEW AVENUE NORTH SEATTLE, WA 98109 | | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
| | During The Meeting - Go to www.virtualshareholdermeeting.com/NSTG2019NSTG2022
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. |
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| | VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
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| | VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E45660-P06684 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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| NANOSTRING TECHNOLOGIES, INC. | For
All
| Withhold All | For All Except | To withhold authority to vote for any individual
nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | | |
| The Board of Directors recommends you vote | | | | | | | |
| FOR the following: | ¨ | ¨ | ¨ | | | | | |
| 1. | Election of DirectorDirectors | ¨ | ¨ | | | | | | | |
| | Nominee:Nominees: | | | | | | | | | |
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| | 01) | Dana Rollison, Ph.D. | | | | | | | | | |
| | 02) | William D. Young | | | | | | | | | |
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| The Board of Directors recommends you vote FOR the following proposal:proposals: | | For | Against | Abstain | |
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| 2. | To ratify the appointment of PricewaterhouseCoopersErnst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.2022. | | ¨ | ¨ | ¨ | |
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| FOR the following: | | | | | | | | |
| 3. | To approve, on an advisory basis, the compensation of our named executive officers. | | ¨ | ¨ | ¨ | |
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| FOR 1 Year | | | | | |
| 4. | To approve the NanoString Technologies, Inc. 2022 Equity Incentive Plan. | | ¨ | ¨ | ¨ | |
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| The Board of Directors makes no recommendation regarding your vote on the following proposal:proposal, and proxy cards returned without specific instructions will be voted ABSTAIN: | | | | 1 Year | 2 Year | 3 Year | Abstain | |
| 4.5. | To approve, on an advisory basis, the frequency of futurea stockholder advisory votes on the compensation of our named executive officers.proposal to elect each director annually. | | ¨ | ¨ | ¨ | ¨ | |
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| | NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | | | | | |
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| | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | |
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| | Signature [PLEASE
[PLEASE SIGN WITHIN BOX] | Date | | | Signature (Joint Owners) | | | Date | | |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and the Annual Report on Form 10-K are available at www.proxyvote.com.
E45661-P06684
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| NANOSTRING TECHNOLOGIES, INC. Annual Meeting of Stockholders June 18, 2019,17, 2022, 9:00 AM PDT This proxy is solicited by the Board of Directors | |
| The stockholder(s) hereby appoint(s) Mr. R. Bradley Gray and Mr. K. Thomas Bailey, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of NANOSTRING TECHNOLOGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM PDT on June 18, 2019,17, 2022, as a virtual meeting via live webcast on the Internet, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR the individuals named in accordance with the Board of Directors’ recommendations.Proposal 1, FOR on Proposals 2, 3 and 4, and ABSTAIN on Proposal 5. Continued and to be signed on reverse side | |
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