EXHIBIT 99.1
DIRECTOR COMPENSATION
The compensation of our directors is established by our nominating and corporate governance committee based on market practice information provided by our independent compensation consultant Willis Towers Watson. This compensation is periodically reviewed with respect to cash retainers, meeting fees and equity incentives. The following table sets forth information for the fiscal year ended December 31, 2017, regarding the compensation of our directors who are not also named executive officers.
Name | | Fees Earned or
Paid in Cash | | | Stock
Awards(1) | | | All Other
Compensation | | | Total | |
| Dr. Sue Bailey | | $ | 82,000 | | | $ | 250,000 | | | $ | — | | | $ | 332,000 | |
| Zsolt Harsanyi, Ph.D. | | $ | 104,000 | | | $ | 250,000 | | | $ | — | | | $ | 354,000 | |
| Jerome Hauer, , Ph.D. | | $ | 96,500 | | | $ | 250,000 | | | $ | — | | | $ | 346,500 | |
| General George Joulwan | | $ | 88,000 | | | $ | 250,000 | | | $ | — | | | $ | 338,000 | |
| Ronald B. Richard | | $ | 132,500 | | | $ | 250,000 | | | $ | — | | | $ | 382,500 | |
| Louis W. Sullivan, M.D. | | $ | 96,500 | | | $ | 250,000 | | | $ | — | | | $ | 346,500 | |
| Kathryn Zoon, Ph.D. | | $ | 79,000 | | | $ | 250,000 | | | $ | — | | | $ | 329,000 | |
| (1) The amounts in the “Stock Awards” column reflect the grant date fair value of equity awards granted to the directors named in the table above for the fiscal year ended December 31, 2017, calculated in accordance with SEC rules. | |
Under our director compensation program, non-employee directors receive the compensation set forth in the table below. We also reimburse our non-employee directors for out-of-pocket expenses incurred in connection with attending our Board and committee meetings.
| Element | | | Program
2017 and 2018 | |
| Annual Retainer | | | $ 55,000 | |
| Lead Director Additional Retainer | | | $ 30,000 | |
| Board Meeting Fees | | | None | |
| Committee Meeting Fees | | | None | |
| Committee Chair Additional Retainer | | | $25,000 – Audit, Strategic Operations(1)
$17,500 – Other(2) | |
| Committee Member Additional Retainer | | | $15,000 – Audit, Strategic Operations(3)
$9,000 – Other(2) | |
| Annual Equity Awards | | | $250,000 in RSUs per director | |
Initial Election Equity Awards(4) | | | $375,000 in RSUs per director | |
| | (1 | ) | | Chair of the Strategic Operations Committee (Fuad El-Hibri) does not receive a retainer. | |
| | (2 | ) | | Other includes: Compensation, Nominating and Corporate Governance, and Scientific Review Committees. | |
| | (3 | ) | | Employee Directors (Fuad El-Hibri and Dan Abdun-Nabi) do not receive additional cash retainers for service on the Strategic Operations Committee. | |
| | (4 | ) | | Initial election equity award values are inclusive of the annual equity award. | |
