Owlet, Inc PRE 14A, filed May 1, 2023

Owlet, Inc. (OWLT)

PRE 14A 2023-05-01 For: 2022-12-31

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Added on October 17, 2026

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			1.			Elect Jayson Knafel and Kurt Workman as Class II directors to hold office until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

			2.			Approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Company’s Board of Directors and reduce the number of authorized shares of Common Stock and unissued authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”);

			3.			Approve, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”) and exercise of warrants issued and sold to Eclipse Ventures LLC as described herein;

			4.			Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023; and

			5.			Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.


									By Order of the Board of Directors:

									Kurt Workman
									Co-Founder, President & Chief Executive Officer and Director
									[ ], 2023


						Page
PROXY STATEMENT						1

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING						1

PROPOSAL 1 — ELECTION OF DIRECTORS						8
Board Size and Structure						8
Current Directors, Classes and Terms						8
Nominees for Director						8
Director & Director Nominee Qualifications and Biographical Information						8
Board Recommendation						11

PROPOSAL 2 — APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AND REDUCE THE NUMBER OF S HARES OF CLASS A COMMON STOCK AND PREFERRED STOCK						12
General						12
Purpose of the Reverse Stock Split						13
Board Discretion to Implement the Reverse Stock Split						14
Risks Associated with the Reverse Stock Split						15
Principal Effects of the Reverse Stock Split						15
Principal Effects and Purpose of Decrease (and Relative Increase) in Number of Authorized Shares of Common Stock for Issuance						16
Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates, if Applicable						20
Fractional Shares						20
No Appraisal Rights						21
No Going Private Transaction						21
Interests of Certain Persons in the Proposal						21
Anti-takeover Effects of Proposed Amendment						21
Accounting Treatment of the Reverse Stock Split						22
Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split						22
Board Recommendation						23

PROPOSAL 3 — APPROVAL OF THE ECLIPSE OWNERSHIP PROPOSAL						24
Background						24
Reasons for the Private Placement						26
Effect of Approval						28
Consequences if Stockholder Approval is Not Obtained						28
Board Recommendation						28

PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						29
Appointment of Independent Registered Public Accounting Firm						29
Audit, Audit-Related, Tax and All Other Fees						30
Pre-Approval Policies and Procedures						30
Board Recommendation						31

AUDIT COMMITTEE REPORT						31



EXECUTIVE OFFICERS						32

CORPORATE GOVERNANCE						32
Corporate Governance Guidelines						32
Board Leadership Structure						33
Director Independence						33
Board Committees						34
Board and Board Committee Meetings and Attendance						36
Director Nominations Process						36
Board Role in Risk Oversight						37
Committee Charters and Corporate Governance Guidelines						38
Code of Business Conduct and Ethics						38
Anti-Hedging Policy						38
Communications with the Board						38

EXECUTIVE AND DIRECTOR COMPENSATION						39
2022 Summary Compensation Table						39
Outstanding Equity Awards at 2022 Fiscal Year-End						42
Executive Compensation Arrangements						43
Director Compensation						44

EQUITY COMPENSATION PLAN INFORMATION						45

STOCK OWNERSHIP						46
Security Ownership of Certain beneficial Owners and Management						46
Delinquent Section 16(a) Reports						48

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS						49
Policies and Procedures on Transactions with Related Persons						49
Related Person Transactions						49
Indemnification under the Certificate of Incorporation and Bylaws; Indemnification Agreements						51

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS						51

HOUSEHOLDING						52

2022 ANNUAL REPORT						52

PRINCIPAL EXECUTIVE OFFICES						52

APPENDIX A- FORM OF CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION						A-1


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 23, 2023: This Notice of Annual Meeting of Stockholders, the 2023 Proxy Statement and the 2022 Annual Report to Stockholders are available free of charge at www.proxyvote.com.


			•			Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/OWLT2023.

			•			Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/OWLT2023 on the day of the Annual Meeting.

			•			Webcast starts at 1:00 p.m. (Eastern Time).

			•			You will need your 16-digit control number to enter the Annual Meeting.

			•			Stockholders may submit questions while attending the Annual Meeting via the Internet.


			Proposal 1:			Elect Jayson Knafel and Kurt Workman as Class II directors to hold office until the Company’s 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

			Proposal 2:			Approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and unissued authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”).

			Proposal 3:			Approve, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, the issuance of Common Stock upon conversion of shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”) and exercise of warrants issued and sold to Eclipse Ventures LLC (“Eclipse”) as described herein (the “Eclipse Ownership Proposal”).

			Proposal 4:			Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2023.


			•			Internet — Visit www.proxyvote.com or the website shown on your Notice & Access Card, proxy card or voting instruction form, and follow the instructions on how to vote your shares and complete an electronic proxy card. You will need the 16-digit control number included on your Notice & Access Card to vote by Internet.

			•			Telephone — Call 800-690-6903 or the toll-free telephone number shown on your Notice & Access Card, proxy card or voting instruction form. You will need the 16-digit control number included on your Notice & Access Card to vote by telephone.

			•			Mail — Complete, sign and date your proxy card where indicated, and return the proxy card in the postage-paid envelope provided to you. You should sign your name exactly has it appears on the proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.


			•			FOR the each of the Class II director nominees to the Board set forth in this Proxy Statement.

			•			FOR the amendments to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of Common Stock, at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of Common Stock and the number of unissued authorized shares of Preferred Stock.

			•			FOR the approval, as a “change of control” of the Company for purposes of Section 312.03(d) of the New York Stock Exchange Listed Company Manual, of the issuance of Common Stock upon conversion of shares of Series A Preferred Stock and exercise of warrants issued and sold to Eclipse in excess of the Share Cap.

			•			FOR the ratification of the appointment of PwC as our independent registered public accounting firm for 2023.


			Proposal 1:			Our directors are elected by a plurality of the votes cast. This means that the director nominees receiving the highest number of affirmative “FOR” votes cast, by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class, even if less than a majority, will be elected. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director nominee because directors are elected by plurality voting. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal. There is no cumulative voting.

			Proposal 2:			The proposal to approve amendments to the Company’s Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to effect a reverse stock split of our Common Stock, at a ratio ranging from any whole number between 1-for-10 to 1-for-20, inclusive, with such ratio to be determined at the discretion of the Board and reduce the number of authorized shares of our Common Stock and unissued authorized shares of our Preferred Stock requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of our Common Stock and our Series A Preferred Stock, voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below) entitled to vote on the proposal, voting together as a single class. A vote marked as an “abstention” will have the same effect as a vote against this proposal. Because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal. However, if there are any broker non-votes, they will have the same effect as a vote against this proposal.

			Proposal 3:			The proposal to approve the issuance of Common Stock upon conversion of shares of Series A Preferred Stock or exercise of warrants issued and sold to Eclipse as described herein requires the affirmative vote of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Because this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. Any broker non-votes will have no effect on the outcome of this proposal.



			Proposal 4:			The proposal to ratify the appointment of PwC as our independent registered public accounting firm for 2023 requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter by holders of shares of our Common Stock and shares of our Series A Preferred Stock voting on an as-converted-to-Common Stock basis (not to exceed the Share Cap as described below), voting together as a single class. A vote marked as an “abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. Also, because this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this matter. However, if there are any broker non-votes, they will have no effect on the outcome of this proposal.


			•			Delivering a written notice of revocation to our Chief Legal Officer at our principal executive offices (our address is provided under the “Principal Executive Offices” section), provided such statement is received no later than June 22, 2023.

			•			Voting again by Internet or telephone at a later time but before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on June 22, 2023.

			•			Submitting a properly signed proxy card with a later date that is received by the Company no later than June 22, 2023.

			•			Attending the Annual Meeting and voting during the Annual Meeting live webcast.


			•			to ensure compliance with the $1.00 per share of common stock minimum price requirement for continued listing on NYSE;

			•			to encourage increased investor interest in our Common Stock and promote greater liquidity for our stockholders; and

			•			to help attract, retain, and motivate employees.


			•			our ability to maintain the listing of our Common Stock on NYSE;

			•			the historical trading price and trading volume of our Common Stock;

			•			the number of shares of our Common Stock outstanding immediately before and after the Reverse Stock Split;

			•			the then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading price and trading volume of our Common Stock;

			•			the anticipated impact of a particular ratio on our market capitalization; and

			•			prevailing general market and economic conditions.


Items of Business


Record Date


			CR1 = CR0 x (OS1 / OS0)


	Pre-Reverse Stock Split	1-for-10	1-for-11	1-for-12	1-for-13	1-for-14
Authorized (All Classes)(1)	1,100,000,000	165,025,500	150,025,908	137,526,250	126,949,615	117,883,928
Common Stock	1,000,000,000	150,000,000	136,363,636	125,000,000	115,384,615	107,142,857
Preferred Stock	100,000,000	15,025,500	13,662,272	12,526,250	11,565,000	10,741,071
Common Stock
Outstanding	117,672,234	11,767,223	10,697,475	9,806,019	9,051,710	8,405,159
Reserved for future issuance pursuant to employee benefit plans	3,636,959	409,831	372,574	341,526	315,255	292,736
Reserved for future issuance pursuant to outstanding equity-based awards	34,898,712	3,932,577	3,575,070	3,277,148	3,025,060	2,808,984
Number of shares issuable upon exercise of outstanding warrants (excluding 2023 Private Placement Warrants)	18,100,000	1,810,000	1,645,454	1,508,333	1,392,307	1,292,857
Number of shares issuable upon exercise of outstanding 2023 Private Placement Warrants(2)	110,204,066	11,020,406	10,018,551	9,183,672	8,477,235	7,871,719
Number of shares issuable upon conversion of Series A Preferred Stock(2)	61,224,484	6,122,442	5,565,855	5,102,035	4,709,567	4,373,170
Authorized but unissued and unreserved	654,263,545	65,426,354	59,478,504	54,521,962	50,327,965	46,733,110
Preferred Stock
Outstanding (Series A Preferred Stock)	30,000	30,000	30,000	30,000	30,000	30,000
Authorized but unissued and unreserved	99,970,000	14,995,500	13,632,272	12,496,250	11,535,000	10,711,071


			•			the market price per share of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding immediately before the Reverse Stock Split;

			•			the Reverse Stock Split will result in a per share price that will increase the level of investment in our Common Stock by institutional investors or increase analyst and broker interest in the Company;

			•			the Reverse Stock Split will result in a per share price that will increase our ability to attract and retain employees and other service providers who receive compensation in the form of our equity-based securities; and

			•			the market price per share of our Common Stock will either exceed or remain in excess of the $1.00 minimum price as required by NYSE, or that we will otherwise meet the requirements of NYSE for continued inclusion for trading on NYSE.


						CR0 = the Conversion Rate in effect immediately prior to the open of business on the effective date of such reverse stock split

						CR1 = the new Conversion Rate in effect immediately after the open of business on the effective date of such reverse stock split

						OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on the effective date of such reverse stock split

						OS1 = the number of shares of Common Stock outstanding immediately after, and solely as a result of, the completion of such reverse stock split


(1)			Other than the amount shown in the “Pre-Reverse Stock Split” column, amounts shown reflect a reduction in the number of authorized shares of our (i) Common Stock, to an amount equal to 1.5 times the number of shares of authorized Common Stock provided in the “Pre-Reverse Stock Split” column, divided by the applicable Reverse Stock Split ratio, and (ii) Preferred Stock, to an amount equal to the sum of (a) 1.5 times the number of shares of authorized but unissued and unreserved Preferred Stock provided in the “Pre-Reverse Stock Split” column, divided by the applicable Reverse Stock Split ratio and (b) the 30,000 outstanding shares of Series A Preferred Stock.

(2)			Includes all shares issuable upon conversion of Series A Preferred Stock and exercise of 2023 Warrants held by Eclipse, as applicable, without regard to the Share Cap. As described in Proposal 3 below, Eclipse is not currently permitted to convert or vote shares of Series A Preferred Stock or exercise 2023 Warrants to the extent such conversion, vote or exercise would result in Eclipse beneficially owning more than the Share Cap, provided that all outstanding Series A Preferred Stock and all of the shares of Common Stock underlying such Series A Preferred Stock are deemed to be outstanding for such calculation (but, in the case of Eclipse, only up to the Share Cap) and no unexercised rights, options, warrants or conversion privileges to acquire shares of Common Stock are included.


	Pre-Reverse Stock Split	1-for-15	1-for-16	1-for-17	1-for-18	1-for-19	1-for-20
Authorized (All Classes)(1)	1,100,000,000	110,027,000	103,152,187	97,086,176	91,694,166	86,869,736	82,527,750
Common Stock	1,000,000,000	100,000,000	93,750,000	88,235,294	83,333,333	78,947,368	75,000,000
Preferred Stock	100,000,000	10,027,000	9,402,187	8,850,882	8,360,833	7,922,368	7,527,750
Common Stock
Outstanding	117,672,234	7,844,815	6,921,896	6,921,896	6,537,346	6,193,275	5,883,611
Reserved for future issuance pursuant to employee benefit plans	3,636,959	273,221	241,077	241,077	227,684	215,700	204,915
Reserved for future issuance pursuant to outstanding equity-based awards	34,898,712	2,621,718	2,313,280	2,313,280	2,184,765	2,069,777	1,966,288
Number of shares issuable upon exercise of outstanding warrants (excluding 2023 Private Placement Warrants)	18,100,000	1,206,666	1,131,250	1,064,705	1,005,555	952,631	905,000
Number of shares issuable upon exercise of outstanding 2023 Private Placement Warrants(2)	110,204,066	7,346,937	6,887,754	6,482,592	6,122,448	5,800,214	5,510,203
Number of shares issuable upon conversion of Series A Preferred Stock(2)	61,224,484	4,081,625	3,601,437	3,601,437	3,401,350	3,222,333	3,061,219
Authorized but unissued and unreserved	654,263,545	43,617,569	38,486,090	38,486,090	36,347,974	34,434,923	32,713,177
Preferred Stock
Outstanding (Series A Preferred Stock)	30,000	30,000	30,000	30,000	30,000	30,000	30,000
Authorized but unissued and unreserved	99,970,000	9,997,000	93,750,000	8,820,882	8,330,833	7,892,368	7,497,750


			•			an individual who is a citizen or resident of the United States;

			•			a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

			•			an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

			•			a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.


			•			creating, authorizing or issuing any additional shares of Series A Preferred Stock or shares which rank senior to or on parity with the Series A Preferred Stock;

			•			amending the Certificate of Designation or amending, waiving or repealing the rights, preferences or privileges of the Series A Preferred Stock;

			•			amending, waiving or repealing any provision of the Certificate of Designation, our Certificate of Incorporation or our Bylaws so as to adversely affect the rights, preferences, or privileges of the Series A Preferred Stock;

			•			increasing or decreasing the authorized number of shares of Series A Preferred Stock;

			•			exchanging, reclassifying or canceling the Series A Preferred Stock (except as contemplated by the Certificate of Designations);

			•			declaring or paying any dividend on, or making any distribution to, or repurchasing any shares of Common Stock or other securities that rank junior to the Preferred Share, subject to certain exceptions;

			•			incurring any indebtedness other than Permitted Indebtedness (as defined in the Certificate of Designation); and

			•			creating, adopting, amending, terminating or repealing any equity (or equity-linked) compensation or incentive plan or increasing the amount or number of equity securities reserved for issuance thereunder if the NYSE would require stockholder approval of such action; provided that the Company’s 2021 Incentive Award Plan (as it exists on the Closing Date) (the “2021 Plan”) and any automatic annual increases pursuant to the 2021 Plan shall not require approval.


			•			the inability of the Company to raise money from other outside investors during the preceding months on comparable or better terms, or at all;

			•			our forecasted cash needs in order to continue as a going concern and execute on its business strategy;

			•			the terms of financing transactions completed by similarly situated companies;

			•			the pro forma ownership and voting control of the Company after giving effect to the Private Placement; and

			•			the significant dilution that would result from the transaction upon conversion of the Series A Preferred Stock and exercise of the warrants, though noting that the dilution was not as significant as other transactions that had been proposed by potential investors during the fundraising efforts.


Fee Category	2022		2021
Audit Fees	$	1,202,300	$	2,331,200
Audit-Related Fees	—		—
Tax Fees	61,991		34,741
All Other Fees	900		900
Total	$	1,265,191	$	2,366,841


			•			Overseeing our accounting and financial reporting process;

			•			Appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for Owlet;

			•			Discussing with our independent auditor any audit problems or difficulties and management’s response;

			•			Pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the Audit Committee or exempt from such requirement under applicable SEC rules);

			•			Reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;

			•			Discussing our risk management policies, oversee management of such risks and discuss with management the steps management has taken to monitor and control such risks;

			•			Reviewing and approving or ratifying any related person transactions;

			•			Establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

			•			Preparing the Audit Committee report required by SEC rules.


			•			Reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;

			•			Overseeing the evaluation of the performance of our other executive officers and reviewing and setting or making recommendations to our Board of Directors regarding the compensation of our other executive officers;

			•			Reviewing and making recommendations to our Board of Directors regarding director compensation;

			•			Reviewing and approving or making recommendations to our Board of Directors regarding our incentive compensation and equity-based plans and arrangements; and

			•			Appointing and overseeing any compensation consultants;

			•			Reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

			•			Preparing the annual Compensation Committee report required by SEC rules, to the extent required.


			•			Identifying individuals qualified to become members of our Board, consistent with criteria approved by the Board;

			•			Recommending to our Board the persons to be nominated for election as directors and to each committee of the Board;

			•			Developing and recommending to our Board corporate governance guidelines, and reviewing and recommending to our Board proposed changes to our corporate governance guidelines from time to time; and

			•			Overseeing the annual evaluations of our Board, its committees and management.


			•			Kurt Workman, our President and Chief Executive Officer;

			•			Kathryn R. Scolnick, our Chief Financial Officer; and

			•			Michael P. Abbott, our former President.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Kurt Workman	2022	369,231	50,000	4,258,686	—	3,100	4,681,017
President & Chief Executive Officer	2021	329,808	17,500	—	1,396,976	19,894	1,764,178
Kathryn R. Scolnick	2022	369,231	50,000	1,248,157	—	1,100	1,668,488
Chief Financial Officer	2021	269,231	191,667	1,154,018	702,315	1,150	2,318,381
Michael P. Abbott(4)	2022	330,384	50,000	2,873,686	—	505,832	3,759,903
Former President	2021	450,000	475,000	—	1,995,901	1,330,320	4,251,221


(1)			For 2022, reflects a $50,000 cash retention bonus paid to Mr. Abbott in July 2022, and $50,000 retention bonuses for Mr. Workman and Ms. Scolnick that they elected be paid in fully vested restricted stock units (“RSUs”). For Mr. Workman and Ms. Scolnick, the grant date fair value of the RSUs granted in August 2022 in lieu of the $50,000 cash retention bonuses was $66,578, and the excess value of $16,578 is included under the Stock Awards column.

(2)			Amounts shown represent the aggregate grant date fair value of RSU awards and option awards granted in the applicable year as computed in accordance with FASB ASC Topic 718. See Note 10 (Share-Based Compensation) to the Company’s consolidated financial statements included in the 2022 Form 10-K for the assumptions used in determining these values. The value of performance-based RSUs (“PRSUs”), which are subject to performance conditions, is based on the probable outcome of the conditions on the date of grant. The value of the PRSUs for the named executive officers, assuming the highest level of performance conditions will be achieved, is: for Mr. Workman, $2,326,316; for Ms. Scolnick, $821,051; and for Mr. Abbott, $1,642,105. For 2022, amounts do not include the portion of 2021 annual bonuses that were paid in the form of RSUs in April 2022, because the full value of such bonuses was already included in the Bonus column for 2021.

(3)			For 2022, amounts represent (i) for Mr. Workman, (a) $2,000 in Company-paid contributions to a healthcare savings account and (b) $1,100 in work-from-home and work-life balance stipends; (ii) for Ms. Scolnick, $1,100 in work-from-home and work-life balance stipends; and (iii) for Mr. Abbott, (a) $475,000 in accrued severance payments, (b) $17,355 in Company-paid COBRA coverage accrued as severance, (c) $800 in work-from-home and work-life balance stipends, and (d) $12,677 in matching contributions under the Company’s 401(k) plan.

(4)			Mr. Abbott ceased serving as our President on September 1, 2022.


(1)			Amounts are calculated by multiplying the number of RSUs or PRSUs in the table by $0.559, which was the per share closing price of our Common Stock on December 30, 2022, the last trading day of fiscal 2022.

(2)			The RSUs vest fully on the one year anniversary of the vesting start date, subject to the individual’s continued service with the Company.

(3)			The RSUs vest as to 25% of the underlying shares on the first anniversary of the vesting start date, and as to 1/16th of the underlying shares each quarter thereafter, subject to the individual’s continued service with the Company.

(4)			The PRSUs vest as to 40% to 50% of the underlying shares on the achievement of certain net revenue targets as of the determination date of December 31, 2022, and 50% of the underlying shares upon obtaining FDA clearance for the BabySat Rx, Class II, subject to the individuals continued service with the Company.

(5)			The PRSUs vest as to 25% of the underlying shares upon achievement of the following cumulative net revenue targets during the performance period beginning January 1, 2022 and ending December 31, 2025, subject to the individual’s continued service with the Company: $150 million, $300 million, $450 million, and $600 million.

(6)			The option vests and becomes exercisable as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date, subject to the individual’s continued service with the Company.

(7)			The option vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the vesting commencement date, and as to 1/48th of the underlying shares each month thereafter, subject to the individual’s continued service with the Company.

(8)			Pursuant to the Abbott Separation Agreement, the unvested portions of each option fully vested and became exercisable effective as of September 1, 2022, and will remain outstanding and exercisable until the earlier of September 1, 2025 or a change in control of the Company.


Name(1)	Fees Earned or Paid in Cash ($)	Total ($)
Lior Susan	—	—
Zane M. Burke	50,000	50,000
Laura J. Durr	82,500	82,500
John C. Kim	50,000	50,000
Amy Nam McCullough	—	—
Kenneth Suslow(2)	—	—


(1)			The below table shows the aggregate number of RSUs held by our non-employee directors as of December 31, 2022. No other non-employee directors held RSUs or stock options as of December 31, 2022.


(2)			Mr. Suslow resigned from our Board effective March 28, 2022.


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)(2)	Weighted Average Per Share Exercise Price of Outstanding Options, Warrants and Rights(1) ($) (b)(3)	Number of Securities Remaining Available Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(4)
Equity compensation plans approved by security holders (1)	8,758,590	1.74	19,984,273
Equity compensation plans not approved by security holders	—	—	—
Total	8,758,590	1.74	19,984,273


(1)			Consists of the 2014 Incentive Plan and the 2021 Incentive Plan.

(2)			Represents (i) 609,790 shares of Common Stock to be issued upon exercise of outstanding options and (ii) 6,926,274 shares subject to outstanding RSUs, and (iii) 1,222,526 shares subject to outstanding PRSUs.

(3)			Represents the weighted-average exercise price of outstanding options and is calculated without taking into account the shares of Common Stock subject to outstanding RSUs.

(4)			Represents 17,501,195 shares remaining available for issuance under the 2021 Incentive Plan and 2,483,078 shares available for issuance under the 2021 Employee Stock Purchase Plan (the "2021 ESPP”). As of July 15, 2021, in connection with the Merger, no new awards are made under the 2014 Incentive Plan. The 2021 Incentive Plan provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 5% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by the our Board (but no more than 136,085,217 shares may be issued upon the exercise of incentive stock options). The 2021 ESPP provides for an annual increase to the number of shares available for issuance thereunder on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, by an amount equal to the lesser of (i) 1% of the aggregate number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Common Stock as is determined by our Board, provided that no more than 26,083,000 shares of our Common Stock may be issued under the 2021 ESPP.