Executive Compensation
The specific objectives of our executive compensation program are to:
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reward the successful achievement of our financial growth objectives; |
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drive the development of a successful and profitable business; |
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attract, motivate, reward, and retain highly qualified executives who are important to our success; |
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recognize strong performers by offering cash performance-based incentive compensation and equity awards that have the potential to reward individual achievement as well as contributions to our overall success; and
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create value for our stockholders. |
COMPENSATION PROGRAM
DESIGN
Our executive compensation program for fiscal 2021 reflected our stage of development as a growing publicly traded company. Accordingly, the
compensation of our Named Executive Officers consisted of base salary, a short-term cash incentive compensation opportunity, long-term equity compensation in the form of PRSUs for our Chief Executive Officer and both PRSUs and time-based restricted
stock units (RSUs) for our other Named Executive Officers, and certain employee health and welfare benefits.
We offer cash compensation in the form of
base salaries and cash incentive compensation opportunities with an annual payment component. Typically, we have structured our annual cash incentive compensation opportunities to focus on the achievement of specific short-term financial and
operational objectives that will further our longer-term growth objectives.
Additionally, equity awards for shares of our common stock serve as a key component of
our executive compensation program. For 2021, we granted (i) PRSUs (which become eligible to vest only if the threshold performance is achieved) to all of our Named Executive Officers and (ii) RSUs (which provide certain value to
recipients and limit dilution to our stockholders) to our Named Executive Officers other than our Chief Executive Officer. In the future, we may introduce other forms of equity awards, as we deem appropriate, into our executive compensation program
to offer our Named Executive Officers additional types of long-term incentive compensation that further the objective of aligning the recipients interests with those of our stockholders.
Finally, we offer executives standard health and welfare benefits that are generally available to our other employees, including medical, dental, vision, flexible
spending accounts, life insurance and 401(k) plans.
We have not adopted any formal policies or guidelines for allocating compensation between current and long-term
compensation or between cash and non-cash compensation, although we use competitive market data to understand the competitive market framework for pay mix. Within this overall framework, our Compensation
Committee reviews each component of executive compensation separately and also takes into consideration the value of each Named Executive Officers compensation package as a whole and its relative value in comparison to our other Named
Executive Officers.
Our Compensation Committee evaluates our compensation philosophy and executive compensation program as circumstances require, and reviews
executive compensation annually. As part of this review, we expect that our Compensation Committee will apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to
pay to ensure that our executive compensation remains competitive and that we meet our retention objectives, as well as the cost to us if we were required to find a replacement for a key executive officer.
COMPENSATION-SETTING PROCESS
Role of our Compensation Committee
Compensation decisions for our executives are made by our Compensation Committee. Currently,
our Compensation Committee is responsible for reviewing, evaluating and approving the compensation arrangements, plans, policies, and practices for our Named Executive Officers and overseeing and administering our cash-based and equity-based
compensation plans.
Each fiscal year, our Compensation Committee, after consulting with our management team and its compensation consultant, establishes our
corporate performance objectives and makes decisions with respect to any base salary adjustment, and approves the corporate performance objectives and target annual cash incentive compensation opportunities and equity awards for our executive
officers, including our Named Executive Officers, for the upcoming fiscal year. With respect to (i) our cash incentive compensation plan and (ii) the performance-based equity grant to our Named Executive Officers in 2021, our Compensation
Committee determines the applicable goals for each corporate performance objective used for the applicable year.
Our Compensation Committee reviews our executive
compensation program from time to time, including any incentive compensation plans, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and to make any modifications to existing plans and
arrangements or to adopt new plans or arrangements.