EXECUTIVE COMPENSATION (continued)
The measurement period for the second tranche was completed on December 31, 2022, and 100%
of the target number of shares covered by the second tranche became eligible to vest based on the achievement of the $21.50 stock price target. As a result, Mr. Young vested in 176,522 shares on February 15, 2023. The remaining outstanding
shares subject to Mr. Young’s award were forfeited upon his departure on March 15, 2023.
| |
Less than $10.00
|
|
|
0%
|
|
|
Less than $10.00
|
|
|
0%
|
|
|
Less than $10.00
|
|
|
0%
|
|
| |
$10.00
|
|
|
25%
|
|
|
$10.00
|
|
|
25%
|
|
|
$10.00
|
|
|
25%
|
|
| |
$15.00
|
|
|
50%
|
|
|
$15.00
|
|
|
50%
|
|
|
$15.00
|
|
|
50%
|
|
| |
$20.00
|
|
|
100%
|
|
|
$21.50
|
|
|
100%
|
|
|
$23.50
|
|
|
100%
|
|
| |
$25.00
|
|
|
150%
|
|
|
$25.00
|
|
|
150%
|
|
|
$25.00
|
|
|
150%
|
|
| |
$30.00
|
|
|
200%
|
|
|
$30.00
|
|
|
200%
|
|
|
$30.00
|
|
|
200%
|
|
| |
$35.00
|
|
|
250%
|
|
|
$35.00
|
|
|
250%
|
|
|
$35.00
|
|
|
250%
|
|
| |
$40.00
|
|
|
300%
|
|
|
$40.00
|
|
|
300%
|
|
|
$40.00
|
|
|
300%
|
|
In addition, prior to the termination of the award, the shares subject to the
performance-based RSA were eligible to vest in connection with certain terminations of Mr. Young’s employment and/or a “change in control” (as defined in our 2018 Equity Incentive Plan), as described further below in the section titled “Potential Payments on Termination or Change in Control.”
Welfare and Health Benefits
We have established a tax-qualified Section 401(k) retirement savings plan for our
executive officers, including our named executive officers, and other employees who satisfy certain eligibility requirements. Currently, we match contributions made by participants in the plan as follows: dollar for dollar up to a maximum of
$6,000 per calendar year.
We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the “Code”), so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan.
Additional benefits received by our executive officers include medical, dental, and vision
insurance, fertility benefits, an employee assistance program, commuter and wellness reimbursement programs, health and dependent care flexible spending accounts, health savings accounts, basic and voluntary life and accidental death and
dismemberment insurance and disability insurance. All of these benefits are provided to our executive officers on the same basis as to all of our employees.
We design our employee benefits programs to be affordable and competitive in relation to
the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed, based upon regular monitoring of applicable laws and practices, changes to the working arrangements of our employees and
the competitive market.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component
of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers except as generally made available to our employees, or in situations where we believe it is
appropriate to assist an individual in the performance of their duties, to make him or her more efficient and effective, and for recruitment and retention purposes.
In 2022, the talent and compensation committee approved the provision of security measures
to Messrs. Houston and Young. We consider the security measures provided to Messrs. Houston and Young to be reasonable and necessary expenses for the benefit of the company and not a personal benefit. However, in accordance with SEC disclosure
rules, the aggregate incremental cost of these services is reported in the “Summary Compensation Table.” Mr. Houston participates in a security program with an annual limit of $250,000 in 2022. The
talent and compensation committee periodically reviews the nature and cost of this program in relation to Mr. Houston’s security profile. The cost of the security services for Mr. Houston in 2022 was $15,000. Mr. Young received security
services in 2022 with a cost of $4,000.
In the future, we may provide perquisites or other personal benefits in limited
circumstances, such as those described in the preceding paragraphs. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the talent and compensation committee.
