AKAO 2018 Proxy Statement
24 (1) Amounts shown represent the grant date fair value of stock options granted, as calculated in accordance with ASC Topic 718. See Note 10 of the financial statements included in our Annual Report on Form 10-K filed February 27, 2018 for the assumptions used in calculating this amount. As of December 31, 2017, each of our non-employee directors held the following outstanding options to purchase shares of our common stock: Name of Non-Employee Director Shares Subject to Outstanding Options Karen Bernstein, Ph.D. 20,000 Alan B. Colowick, M.P.H., M.D. — John C. Doyle 128,114 Michael Fischbach, Ph.D. 40,000 Halley E. Gilbert 30,000 Kent E. Lieginger, Pharm.D. 40,000 Bryan E. Roberts, Ph.D. 40,000 John W. Smither 58,181 Gregory Stea 40,000 None of our non-employee directors held any other outstanding equity awards as of December 31, 2017. (2) Dr. Colowick resigned from our board of directors, and Dr. Bernstein was appointed to our board of directors, in each case, effective July 11, 2017. (3) Appointed to our board of directors effective January 4, 2017. (4) Includes both Initial Grant and Annual Grant. In December 2017, Radford performed an assessment of our Non-Employee Director Compensation Program using the peer group approved by our Compensation Committee in September 2017 and found that both our cash and annual equity compensation for our non-employee directors were at the 25 th percentile of market. In order to bring our cash compensation in line with the market median, effective January 1, 2018, our board of directors approved the following revised cash compensation levels under our Non-Employee Director Compensation Program: • Each non-employee director receives an annual cash retainer in the amount of $40,000 per year. • The Non-Executive Chairperson continues receives an additional annual cash retainer in the amount of $27,500 per year. • The chairperson of the audit committee receives additional annual cash compensation in the amount of $18,000 per year for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee receives additional annual cash compensation in the amount of $9,000 per year for such member’s service on the audit committee. • The chairperson of the compensation committee receives additional annual cash compensation in the amount of $12,000 per year for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $6,000 per year for such member’s service on the compensation committee. • The chairperson of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $9,000 per year for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $4,500 per year for such member’s service on the nominating and corporate governance committee. Effective January 1, 2018, the board of directors also approved the following equity compensation levels for the Initial Grant and Annual Grant under our Non-Employee Director Compensation Program: • Each non-employee director receives an option to purchase 30,000 shares of our common stock upon the director’s initial appointment or election to our board of directors. • Each non-employee director receives an annual option to purchase 15,000 shares of our common stock on the date of each annual stockholder’s meeting.
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