Narrative Disclosure to the 2024 Summary Compensation Table
Base Salary
Each of the named executive officers is paid a base salary commensurate with his skill set, experience, performance, role, and responsibilities. As of the beginning of FY 2024, the annual base salary for each of Messrs. Mohan, Gajendra, and Tate was $ 310,000. We increased the annual base salary for each of Messrs. Mohan, Gajendra, and Tate to $600,000, $600,000, and $450,000, effective February 1, 2024.
Equity Incentive Compensation
We believe long-term equity incentive awards encourage retention, provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the interests of our executives and our stockholders. Accordingly, our board of directors and compensation committee periodically review the equity incentive compensation of our named executive officers and may grant equity incentive awards to them from time to time. During FY 2024, we granted Messrs. Gajendra, Mohan, and Tate 2,704,335, 2,704,335, and 162,476 restricted stock units, respectively, which generally vest over a period of four years, or, in the case of a portion of Mr. Tate’s grant, at the end of one year, subject to their respective continued service with us on each applicable vesting date, subject to Messrs. Gajendra’s, Mohan’s and Tate’s continued service with us on each applicable vesting date. For additional description of the awards granted to our named executive officers, please see “Outstanding Equity Awards at 2024 Fiscal Year-End” below.
Bonuses
Our named executive officers, as well as other executive officers, are eligible to participate in our Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan, which is an annual bonus program and is intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year. The Bonus Plan provides for cash payments based upon the attainment of performance targets established by the compensation committee, which may relate to financial and operational measures or objectives with respect to the Company, as well as individual performance objectives. Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period.
With respect to performance in FY 2024, the target bonus opportunity as a percentage of base salary (in place as of February 1, 2024) for each of Messrs. Mohan, Gajendra, and Tate was 115%, 115% and 75 %, respectively.
Based on the Company’s achievement of certain performance goals and metrics related to our 2024 corporate objectives, the compensation committee determined that the bonuses would be paid in the amounts as set forth above in the Summary Compensation Table.
Offer Letters and Employment Agreements with Our Named Executive Officers
We have entered into offer letters with Messrs. Mohan and Gajendra and an employment agreement with Mr. Tate the material terms of which are summarized below. All our named executive officers are subject to our standard confidential information and invention assignment agreement. The numbers below with respect to equity awards were adjusted to reflect the Company’s five-to-one forward stock split in August 2021 and subsequent February 2024 two-for-one reverse stock split.
Jitendra Mohan
We entered into an offer letter with Mr. Mohan, dated March 13, 2018. Mr. Mohan’s offer letter provides for at-will employment, an initial annual base salary of $160,000, a restricted stock grant for 9,500,000 shares of our common stock, and eligibility to participate in any benefit plans generally made available to employees.
Sanjay Gajendra
We entered into an offer letter with Mr. Gajendra, dated March 13, 2018. Mr. Gajendra’s offer letter provides for at-will employment, an initial annual base salary of $160,000, a restricted stock grant for 9,250,000 shares of our common stock, and eligibility to participate in any benefit plans generally made available to employees.
Michael Tate
We entered into an employment agreement with Mr. Tate, dated July 21, 2020, providing for at-will employment. Mr. Tate’s employment agreement provides him with (i) an annual base salary of $49,920, (ii) an option to purchase
