In July 2020, our2023 Long-Term Equity Incentive Compensation
The compensation committee approved the grant to certain of our named executive officers of time-based restricted stock unit awards (“RSUs”) covering the following number of shares of our common stock and the grant ofbelieves that a significant emphasis on performance-based restricted stock unit awards (“PSUs”) enhance the pay-for-performance aspect of the compensation program and also further align the interests of executive management with our stockholders. Accordingly, on February 21, 2023, the compensation committee approved equity awards for certain of our NEOs with 60% of the target award value consisting of PSUs, and 40% of the award value consisting of RSUs covering the following target number of shares of our common stock:
Robert Cochran | | | 26,315 | | | 61,403 |
Tom Constantino | | | 24,122 | | | 56,286 |
Gunter Reiss | | | 17,543 | | | 40,935 |
The PSUs comprised 70%
Dhrupad Trivedi | | | 158,835 | | | 105,890 |
Brian Becker | | | 20,251 | | | 13,501 |
Scott Weber | | | 11,912 | | | 7,942 |
Matthew Bruening | | | 31,767 | | | 21,178 |
2023 PSU Awards
One-half (1/2) of the annual equity awardsshares of our common stock subject to each of the above-named executive officers and include both performance-based vesting and service-based vesting. The PSUsPSU award will become eligible to vest upon the achievement of certaineach of the two distinct stock price targets as set forth below (the “Performance Milestones”), as well as subject to continued service to the Company with vesting of any portion for which the Performance Milestone is achieved (an(the “Eligible Portion”) to be scheduled to occur. The Eligible Portion will vest in three equal installments, with the first one-thirdone-half (1/3rd)2) of the Eligible Portion to vest within thirty (30) days of achievement of the respective Performance Milestone and one-thirdan additional one-quarter (1/3)4) of the Eligible Portion to vest on each of the first and second anniversaries of achievement of the Performance Milestone, subject in each case to continued service on each such date.
$8.5017.50 Performance Milestone: One-thirdOne-half (1/3rd)2) of the shares of the Company’s common stock subject to the PSU Awardaward will become an Eligible Portion upon the achievement of $8.50$17.50 or greater 100-Day Volume Weighted Average Stock Price occurring in the period beginning on the date of grant of the PSU Award and ending on the four (4) year anniversary of such date (the “Performance Period”(“VWAP”).
$9.50 Performance Milestone: One-third (1/3rd) of the shares of the Company’s common stock subject to the PSU Award will become an Eligible Portion upon the achievement of $9.50 or greater with respect to the 100-Day Stock Price during the Performance Period.
$10.50 Performance Milestone: One-third (1/3rd) of the shares of the Company’s common stock subject to the PSU Award will become an Eligible Portion upon the achievement of $10.50 or greater with respect to the 100-Day Stock Price during the Performance Period.
The RSUs comprised the remaining 30% of the annual equity awards to each of the above-named executive officers and vest in four equal, annual installments with a first vest date of April 1, 2021, subject in each case to the named executive officer’s continued service through each vesting date.
Pursuant to our Change in Control and Severance Agreement with certain of our named executive officers, upon certain terminations of employment that are within a specified change in control period, the named executive officer will receive 100% accelerated vesting of the named executive officer’s outstanding equity awards. Pursuant to the award agreements related to the July 2020 PSUs and RSUs, the parties agreed that the acceleration provisions shall not apply to July 2020 awards.
In July 2020, our compensation committee approved grants of RSUs and PSUs to certain employees of the Company, including the following grants to Brian Becker (prior to his appointment as Interim CFO):
Mr. Becker’s RSUs are scheduled to vest in four equal, annual installments with a first vest date of August 5, 2021, subject in each case to Mr. Becker’s continued service through each vesting date.
Mr. Becker’s PSUs will become eligible to vest upon the achievement of $8.50 or greater 100-Day Stock Price occurring in the period beginning on the date of grant of the PSU award and ending on the four (4) year anniversary of such date (the “Performance Period”).
$19.00 Performance Milestone: One-half (1/2) of the shares of the Company’s common stock subject to the PSU award will become an Eligible Portion upon the achievement of $19.00 or greater VWAP during the Performance Period.
On the date of grant of the PSU awards, the VWAP was $14.79. As of December 31, 2023, none of the PSU award Performance Milestones were met.
2023 RSU Awards
The RSUs comprised the remaining 40% of the annual equity awards to each of the above-named executive officers and vest in three equal, annual installments with a first vest date of February 1, 2024, subject in each case to the NEO’s continued service through each vesting date.
2023 New Hire Awards
In September 2023, in connection with her joining the company, our compensation committee approved the grant to Ms. Thomas of time-based RSUs covering 25,840 shares of our common stock and PSUs covering 25,840 shares of our common stock.
Ms. Thomas’ PSU award includes both performance-based vesting and service-based vesting and will become eligible to vest upon the achievement of the $17.50 or greater VWAP during the Performance Period (the “Thomas Performance Milestone”), as well as continued service to the Company. Upon achievement of the $8.50 100-Day Stock Price, Mr. Becker’s PSUs are scheduled to vest as to one-half (1/2)Thomas Performance Milestone, the vesting of the PSUsshares of the Company’s common stock subject to the PSU Award will occur in three equal installments, with the first one-third (1/3rd) of the shares of the Company’s common stock subject to the PSU Award to vest within thirty (30) days of achievement of the $8.50 100-Day Stock PriceThomas Performance Milestone and one-fourthan additional one-third (1/4) of the PSUs3rd) to vest on each of the first and second anniversaries of achievement of the $8.50 100-Day Stock Price,Thomas Performance Milestone, subject in each case to Mr. Becker’s continued service on each such date. On the date of grant of the PSU award, the VWAP was $14.48. As of December 31, 2023, the Thomas Performance Milestone has not been met.
In October 2020, our compensation committee approved the grantMs. Thomas’ RSU award is scheduled to Mr. Beckervest in four equal, annual installments with a first vest date of 10,000 PSUs with the same terms of those grantedSeptember 5, 2024, subject in each case to certain other named executive officers above in July 2020.Ms. Thomas’ continued service through each vesting date.