TABLE OF CONTENTS
The following table provides information regarding the compensation that we paid to each person serving as our principal chief executive officer, our principal financial officer, and each of our three other three most highly compensated executive officers during the years indicated belowand one former executive officer (collectively, the "named“named executive officers"officers”).
| John F. Crowley
Chairman and Chief
Executive Officer | | | 2021 | | | $740,767(3) | | | $491,679(3) | | | $5,636,388 | | | $2,290,936 | | | — | | | $830,262(4) | | | $9,990,032 | |
| 2020 | | | 719,514 | | | 514,800 | | | 5,479,971 | | | 2,492,491 | | | 1,282,843 | | | 825,505 | | | 11,315,124 | |
| 2019 | | | 656,770 | | | 476,815 | | | 5,327,948 | | | 2,334,850 | | | 234,775 | | | 821,505 | | | 9,852,663 | |
| Daphne Quimi
Chief Financial Officer | | | 2021 | | | 469,385 | | | 280,497 | | | 1,620,431 | | | 658,636 | | | — | | | 35,499(5) | | | 3,064,448 | |
| 2020 | | | 451,600 | | | 228,712 | | | 1,534,382 | | | 697,894 | | | — | | | 34,639 | | | 2,947,227 | |
| 2019 | | | 400,000 | | | 212,960 | | | 1,311,492 | | | 538,808 | | | — | | | 17,487 | | | 2,480,747 | |
| Bradley L. Campbell
President and Chief
Operating Officer | | | 2021 | | | 550,629 | | | 309,682 | | | 2,818,195 | | | 1,145,462 | | | — | | | 87,487(6) | | | 4,911,455 | |
| 2020 | | | 515,789 | | | 368,872 | | | 2,557,304 | | | 1,163,159 | | | — | | | 33,694 | | | 4,638,818 | |
| 2019 | | | 500,877 | | | 378,788 | | | 2,254,114 | | | 987,822 | | | — | | | 19,538 | | | 4,141,139 | |
| Ellen S. Rosenberg
Chief Legal Officer and
Corporate Secretary | | | 2021 | | | 469,789 | | | 280,738 | | | 1,620,431 | | | 658,636 | | | — | | | 20,998(7) | | | 3,050,592 | |
| 2020 | | | 452,288 | | | 199,051 | | | 1,461,322 | | | 664,660 | | | 87,751 | | | 20,748 | | | 2,885,820 | |
| 2019 | | | 439,213 | | | 233,837 | | | 1,393,462 | | | 610,648 | | | — | | | 13,538 | | | 2,690,698 | |
| David M. Clark
Chief People Officer | | | 2021 | | | 439,781 | | | 262,711 | | | 1,338,612 | | | 544,092 | | | — | | | 35,725(8) | | | 2,620,921 | |
| 2020 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Hung Do
Former Chief Science
Officer | | | 2021 | | | 381,663(9) | | | 99,971 | | | 1,690,916 | | | 687,275 | | | — | | | 30,963(10) | | | 2,890,788 | |
| 2020 | | | 426,968 | | | 187,908 | | | 1,461,322 | | | 664,660 | | | — | | | 31,248 | | | 2,772,106 | |
| 2019 | | | 414,625 | | | 200,678 | | | 1,393,462 | | | 574,732 | | | — | | | 22,129 | | | 2,605,626 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Fiscal Year | | Salary ($) | | Bonus(1) ($) | | Stock Awards(2) ($) | | Option Awards(2) ($) | | Change in Pension Value & Non- Qualified Deferred Compensation Earnings(3) | | All Other Compensation ($) | | Total ($) | |
---|
John F. Crowley | | | 2018 | | $ | 637,640 | (9) | $ | 445,710 | (9) | $ | 3,861,699 | | $ | 1,654,347 | | $ | — | | $ | 820,567 | (4) | $ | 7,419,963 | |
Chairman and Chief | | | 2017 | | | 619,068 | | | 588,734 | | | 2,385,162 | | | 1,044,082 | | | 94,189 | | | 881,845 | | | 5,613,080 | |
Executive Officer | | | 2016 | | | 601,037 | | | 299,316 | | | 254,169 | | | 2,198,129 | | | 31,539 | | | 815,178 | | | 4,199,368 | |
William D. Baird III | | | 2018 | | | 418,658 | | | 195,095 | | | 1,079,619 | | | 462,505 | | | — | | | 18,645 | (5) | | 2,174,522 | |
Chief Financial Officer | | | 2017 | | | 408,447 | | | 246,007 | | | 715,535 | | | 313,253 | | | | | | 15,310 | | | 1,698,552 | |
| | | 2016 | | | 396,550 | | | 131,655 | | | 91,500 | | | 832,036 | | | | | | 15,316 | | | 1,467,056 | |
Bradley L. Campbell | | | 2018 | | | 468,109 | | | 327,209 | | | 1,411,802 | | | 604,817 | | | — | | | 16,710 | (6) | | 2,828,646 | |
President and Chief | | | 2017 | | | 450,105 | | | 428,050 | | | 874,544 | | | 382,867 | | | | | | 71,816 | | | 2,207,382 | |
Operating Officer | | | 2016 | | | 427,450 | | | 177,392 | | | 152,000 | | | 960,178 | | | | | | 53,146 | | | 1,770,666 | |
Jay Barth, M.D., | | | 2018 | | | 457,885 | | | 192,037 | | | 996,591 | | | 426,933 | | | | | | 18,790 | (7) | | 2,092,236 | |
Chief Medical Officer | | | 2017 | | | 444,548 | | | 267,751 | | | 596,284 | | | 261,045 | | | | | | 14,560 | | | 1,584,188 | |
| | | 2016 | | | 431,600 | | | 336,127 | | | 91,500 | | | 832,036 | | | | | | 14,566 | | | 1,505,828 | |
Ellen S. Rosenberg | | | 2018 | | | 426,420 | | | 208,647 | | | 996,591 | | | 426,933 | | | | | | 18,270 | (8) | | 2,076,862 | |
Chief Legal Officer | | | 2017 | | | 412,000 | | | 287.329 | | | 596.284 | | | 261,045 | | | | | | 14,560 | | | 1,571,218 | |
and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)The 2018 amount represents bonuses earned in 2018 and paid in 2019.
(2)The grant date fair value of time based restricted stock unit awards ("RSUs"), performance based restricted stock unit awards ("PRSUs") and option awards granted to our named executive officers was computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in this valuation are discussed in our annual report for the year ended December 31, 2018, filed with the SEC on Form 10-K on February 28, 2019 (the "Form 10-K") at Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Equity Compensation. These amounts reflect the stock price at the time of the grant. In accordance with SEC rules, the amounts reported in the Stock Awards column for 2018 include the grant date fair value of the RSUs and PRSUs granted during 2018. The grant date fair value for this purpose is required to be shown even where the PRSUs were not ultimately earned. The following table provides information regarding the 2018 PRSUs based on the expected performance outcomes (and is the grant date fair value of the award, as reflected in the Summary Compensation Table) and maximum performance outcomes:
(1)
| The 2021 amount represents bonuses earned in 2021 and paid in 2022. |
(2)
| The grant date fair value of time-based restricted stock unit awards (“RSUs”), performance based restricted stock unit awards (“PRSUs”) and option awards granted to our named executive officers was computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in this valuation are discussed in our annual report for the year ended December 31, 2021, filed with the SEC on Form 10-K on February 24, 2022 (the “Form 10-K”) at Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share-based Compensation. These amounts reflect the stock price at the time of the grant. In accordance with SEC rules, the amounts reported in the Stock Awards column for 2021 include the grant date fair value of the RSUs and PRSUs granted during 2021. The grant date fair value for this purpose is required to be shown even where the PRSUs were not ultimately earned. The following table provides information regarding the 2021 PRSUs based on the expected performance outcomes (and is the grant date fair value of the award, as reflected in the Summary Compensation Table) and maximum performance outcomes: |
| John F. Crowley | | | $3,126,461 | | | $6,252,922 | |
| Daphne Quimi | | | 898,838 | | | 1,797,678 | |
| Bradley L. Campbell | | | 1,563,231 | | | 3,126,461 | |
| Ellen S. Rosenberg | | | 898,838 | | | 1,797,678 | |
| David M. Clark | | | 742,515 | | | 1,485,032 | |
| Hung Do | | | 937,938 | | | 1,875,877 | |
(3)
| As described more fully below, Mr. Crowley participates in our Non-Qualified Cash Deferral Plan and for 2021, he deferred $593,013 of salary and $411,840 of bonus of the amounts reflected in the table. |
(4)
| Includes $14,500 of 401(k) employer match, $800,000 of Monthly Medical Payments pursuant to Mr. Crowley’s current employment agreement (see “Additional Chief Executive Officer Benefits” above), $750 for health care savings account, $6,012 in life insurance premiums and $9,000 for executive health benefits received. |
(5)
| Includes $14,500 of 401(k) employer match, $375 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received and $14,876 for financial consulting services. |
| | | | | | | | | | |
Name and Principal Position | | Grant Date Fair Value for 2018 PRSUs (i.e., Based on Expected Performance) ($) | | Value at Grant Date Assuming Maximum Performance ($) | | Actual Realizable Value at Grant Date ($) | |
---|
John F. Crowley | | $ | 2,191,229 | | $ | 4,382,459 | | | — | |
William D. Baird III | | | 612,606 | | | 1,225,211 | | | — | |
Bradley L. Campbell | | | 801,095 | | | 1,602,190 | | | — | |
Jay Barth, M.D. | | | 565,493 | | | 1,130,987 | | | — | |
Ellen S. Rosenberg | | | 565,493 | | | 1,130,987 | | | — | |
(3)Mr. Crowley, Mr. Baird and Mr. Campbell incurred a loss on their investment selection in their deferred compensation plan account of $646,279, $25,425 and $42,375, respectively; per SEC rules, such a loss is not to be reflected in the Summary Compensation Table; please see the "Nonqualified Deferred Compensation" table below.
(4)Includes $14,250 of 401(k) employer match, $800,000 of Monthly Medical Payments pursuant to Mr. Crowley's current employment agreement (see "Additional Chief Executive Officer Benefits" above), $750 for health care savings account and $5,567 in life insurance premiums.
(5)Includes $17,085 of 401(k) employer match, $750 for health care savings account and $810 in life insurance premiums.
(6)Includes $15,150 of 401(k) employer match, $750 for health care savings account and $810 in life insurance premiums.
(7)Includes $17,230 of 401(k) employer match, $750 for health care savings account and $810 in life insurance premiums.
(8)Includes $16,710 of 401(k) employer match, $750 for health care savings account and $810 in life insurance premiums.
(9)As described more fully below, Mr. Crowley participates in our Non-Qualified Cash Deferral Plan and for 2018, the deferral amounts were: $510,112 of salary and $356,568 of bonus.
TABLE OF CONTENTS
(6)
| Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received, $14,876 for financial consulting services and $51,613 in U.K. taxes paid on his behalf in accordance with Mr. Campbell’s secondment agreement. |
(7)
| Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums and $4,500 for executive health benefits received. |
(8)
| Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,099 in life insurance premiums, $4,500 for executive health benefits received and $14,876 for financial consulting services. |
(9)
| Dr. Do’s salary was pro-rated and is comprised of $328,050 for his service as Chief Science Officer and $53,613 for his service as Chief Scientific Advisor. |
(10)
| Includes $14,500 of 401(k) employer match, $750 for health care savings account, $837 in life insurance premiums and $14,876 for financial consulting services. |
Grants of Plan-Based Awards
The following table presents information concerning grants of equity awards to each of the named executive officers during 2018.2021.
| John F. Crowley
Chairman and Chief
Executive Officer | | | 1/4/2021 | | | | | | | | | | | | | | | 185,585 | | | $21.78 | | | $2,290,936 | |
| 1/4/2021 | | | | | | | | | | | | 115,240 | | | | | | | | | 2,509,927 | |
| 1/4/2021 | | | 28,810 | | | 57,620 | | | 115,240 | | | | | | | | | | | | 1,871,498 | |
| 1/4/2021 | | | 11,524 | | | 23,048 | | | 46,096 | | | | | | | | | | | | 501,985 | |
| 1/4/2021 | | | 11,524 | | | 23,048 | | | 46,096 | | | | | | | | | | | | 501,985 | |
| 1/4/2021 | | | 5,762 | | | 11,524 | | | 23,048 | | | | | | | | | | | | 250,993 | |
| Daphne Quimi
Chief Financial
Officer | | | 1/4/2021 | | | | | | | | | | | | | | | 53,355 | | | 21.78 | | | 658,636 | |
| 1/4/2021 | | | | | | | | | | | | 33,131 | | | | | | | | | 721,593 | |
| 1/4/2021 | | | 8,283 | | | 16,565 | | | 33,130 | | | | | | | | | | | | 538,031 | |
| 1/4/2021 | | | 3,313 | | | 6,626 | | | 13,252 | | | | | | | | | | | | 144,314 | |
| 1/4/2021 | | | 3,313 | | | 6,626 | | | 13,252 | | | | | | | | | | | | 144,314 | |
| 1/4/2021 | | | 1,657 | | | 3,314 | | | 6,628 | | | | | | | | | | | | 72,179 | |
| Bradley L. Campbell
President and Chief
Operating Officer | | | 1/4/2021 | | | | | | | | | | | | | | | 92,792 | | | 21.78 | | | 1,145,462 | |
| 1/4/2021 | | | | | | | | | | | | 57,620 | | | | | | | | | 1,254,964 | |
| 1/4/2021 | | | 14,405 | | | 28,810 | | | 57,620 | | | | | | | | | | | | 935,749 | |
| 1/4/2021 | | | 5,762 | | | 11,524 | | | 23,048 | | | | | | | | | | | | 250,993 | |
| 1/4/2021 | | | 5,762 | | | 11,524 | | | 23,048 | | | | | | | | | | | | 250,993 | |
| 1/4/2021 | | | 2,881 | | | 5,762 | | | 11,524 | | | | | | | | | | | | 125,496 | |
| Ellen Rosenberg
Chief Legal Officer
and Corporate
Secretary | | | 1/4/2021 | | | | | | | | | | | | | | | 53,355 | | | 21.78 | | | 658,636 | |
| 1/4/2021 | | | | | | | | | | | | 33,131 | | | | | | | | | 721,593 | |
| 1/4/2021 | | | 8,283 | | | 16,565 | | | 33,130 | | | | | | | | | | | | 538,031 | |
| 1/4/2021 | | | 3,313 | | | 6,626 | | | 13,252 | | | | | | | | | | | | 144,314 | |
| 1/4/2021 | | | 3,313 | | | 6,626 | | | 13,252 | | | | | | | | | | | | 144,314 | |
| 1/4/2021 | | | 1,657 | | | 3,314 | | | 6,628 | | | | | | | | | | | | 72,179 | |
| David M. Clark
Chief People Officer | | | 1/4/2021 | | | | | | | | | | | | | | | 44,076 | | | 21.78 | | | 544,092 | |
| 1/4/2021 | | | | | | | | | | | | 27,369 | | | | | | | | | 596,097 | |
| 1/4/2021 | | | 6,842 | | | 13,684 | | | 27,368 | | | | | | | | | | | | 444,456 | |
| 1/4/2021 | | | 2,737 | | | 5,473 | | | 10,946 | | | | | | | | | | | | 119,202 | |
| 1/4/2021 | | | 2,737 | | | 5,473 | | | 10,946 | | | | | | | | | | | | 119,202 | |
| 1/4/2021 | | | 1,370 | | | 2,739 | | | 5,478 | | | | | | | | | | | | 59,655 | |
| Hung Do
Former Chief
Science Officer | | | 1/4/2021 | | | | | | | | | | | | | | | 55,675 | | | 21.78 | | | 687,275 | |
| 1/4/2021 | | | | | | | | | | | | 34,572 | | | | | | | | | 752,978 | |
| 1/4/2021 | | | 8,643 | | | 17,286 | | | 34,572 | | | | | | | | | | | | 561,449 | |
| 1/4/2021 | | | 3,457 | | | 6,914 | | | 13,828 | | | | | | | | | | | | 150,587 | |
| 1/4/2021 | | | 3,457 | | | 6,914 | | | 13,828 | | | | | | | | | | | | 150,587 | |
| 1/4/2021 | | | 1,729 | | | 3,458 | | | 6,916 | | | | | | | | | | | | 73,315 | |
(1)
| Amounts represent PRSUs granted to named executive officers during the 2021 fiscal year. The criteria used to determine the number of PRSUs earned by each named executive officer are described above under “Performance-Based Restricted Stock Units”. The service-vesting schedule associated with the annual PRSUs granted to all named executive officers on January 4, 2021 is three-year cliff vesting. |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| | All Other Stock Awards: Number of Shares of RSUs Units(2) (#) | | All Other Option Awards: Number of Securities Underlying Options(3) (#) | |
| |
| |
---|
| | Estimated Future Payouts Under Equity Incentive PRSU Awards(1) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards(4) ($) | |
---|
Name | | Grant Date | | Threshold # | | Target # | | Maximum # | |
---|
John F. Crowley | | | 1/3/2018 | | | | | | | | | | | | | | | 154,076 | | | 15.67 | | | 1,654,347 | |
Chairman and Chief | | | 1/3/2018 | | | | | | | | | | | | 106,603 | | | | | | | | | 1,670,469 | |
Executive Officer | | | 1/3/2018 | | | 13,326 | | | 26,651 | | | 53,302 | | | | | | | | | | | | 417,621 | |
| | | 1/3/2018 | | | 13,325 | | | 26,650 | | | 53,300 | | | | | | | | | | | | 417,606 | |
| | | 1/3/2018 | | | 26,651 | | | 53,302 | | | 106,604 | | | | | | | | | | | | 1,356,003 | |
William D. Baird, III | | | 1/3/2018 | | | | | | | | | | | | | | | 43,075 | | | 15.67 | | | 462,505 | |
Chief Financial | | | 1/3/2018 | | | | | | | | | | | | 29,803 | | | | | | | | | 467,013 | |
Officer(5) | | | 1/3/2018 | | | 3,726 | | | 7,451 | | | 14,902 | | | | | | | | | | | | 116,757 | |
| | | 1/3/2018 | | | 3,725 | | | 7,450 | | | 14,900 | | | | | | | | | | | | 116,742 | |
| | | 1/3/2018 | | | 7,451 | | | 14,902 | | | 29,804 | | | | | | | | | | | | 379,107 | |
Bradley L. Campbell | | | 1/3/2018 | | | | | | | | | | | | | | | 56,329 | | | 15.67 | | | 604,816 | |
President and Chief | | | 1/3/2018 | | | | | | | | | | | | 38,973 | | | | | | | | | 610,707 | |
Operating Officer | | | 1/3/2018 | | | 4,872 | | | 9,744 | | | 19,488 | | | | | | | | | | | | 152,688 | |
| | | 1/3/2018 | | | 4,871 | | | 9,742 | | | 19,484 | | | | | | | | | | | | 152,657 | |
| | | 1/3/2018 | | | 9,744 | | | 19,487 | | | 38,974 | | | | | | | | | | | | 495,749 | |
Jay Barth, M.D. | | | 1/3/2018 | | | | | | | | | | | | | | | 39,762 | | | 15.67 | | | 426,933 | |
Chief Medical Officer | | | 1/3/2018 | | | | | | | | | | | | 27,511 | | | | | | | | | 431,097 | |
| | | 1/3/2018 | | | 3,439 | | | 6,878 | | | 13,756 | | | | | | | | | | | | 107,778 | |
| | | 1/3/2018 | | | 3,439 | | | 6,877 | | | 13,754 | | | | | | | | | | | | 107,763 | |
| | | 1/3/2018 | | | 6,878 | | | 13,756 | | | 27,512 | | | | | | | | | | | | 349,953 | |
Ellen Rosenberg | | | 1/3/2018 | | | | | | | | | | | | | | | 39,762 | | | 15.67 | | | 426,933 | |
Chief Legal Officer | | | 1/3/2018 | | | | | | | | | | | | 27,511 | | | | | | | | | 431,097 | |
and Corporate Secretary | | | 1/3/2018 | | | 3,439 | | | 6,878 | | | 13,756 | | | | | | | | | | | | 107,778 | |
| | | 1/3/2018 | | | 3,439 | | | 6,877 | | | 13,754 | | | | | | | | | | | | 107,763 | |
| | | 1/3/2018 | | | 6,878 | | | 13,756 | | | 27,512 | | | | | | | | | | | | 349,953 | |
40