Our Compensation Committee’s responsibilities
include, among others:
|·||formulating, evaluating, recommending and, with the approval of the Board, approving compensation
for our directors and executive officers, including the Chief Executive Officer;|
|·||reviewing, overseeing and approving (i) all compensation programs involving our stock and other equity
securities under the Company’s long-term incentive plans, (ii) all other incentive awards and opportunities, (iii) any employment
and severance arrangements, (iv) any change-in-control provisions affecting any elements of compensation and benefits and (v) any
special or supplemental compensation and benefits for management and individuals who formerly served as management;|
|·||annually assessing the risks associated with our compensation practices, policies and programs;|
|·||periodically reviewing compensation practices and trends at other companies to evaluate the Company’s
executive compensation programs and policies; and|
|·||assisting the Board in succession planning.|
The current members of our Compensation
Committee are Messrs. Friedman and Barnes, and Ms. Gove. Mr. Friedman serves as the Compensation Committee Chairperson.
Each member of the Compensation Committee
is an “independent director” under the Marketplace Rules of Nasdaq.
From time to time, our Chief Executive
Officer provides to the Compensation Committee proposals concerning compensation for other executive officers. The Compensation
Committee considers such recommendations regarding compensation for such other executive officers.
For 2018, the Compensation Committee retained
Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent, third-party compensation consultant for advice and
assistance on executive compensation matters. The Compensation Committee has assessed the independence of FW Cook pursuant to the
Nasdaq listing standards and SEC rules and is not aware of any conflict of interest that would prevent FW Cook from providing independent
advice to the Committee concerning executive compensation matters. Among other matters, FW Cook has provided advice on benefit
and incentive compensation plan structures, metrics, targets and awards, as well as severance arrangements and overall executive
recruitment and retention strategies.
Under its charter, the Compensation Committee
may form and delegate authority to subcommittees or individuals, including, but not limited to, a subcommittee composed of one
or more members of the Board or an executive, to grant and administer stock, option and other equity awards under the Company’s
equity incentive plans.
Meetings of the Board and its Committees
during the Year Ended December 31, 2018
The Board held 31 meetings during the fiscal
year ended December 31, 2018 (“FY 2018”), and the Board, along with its committees, also took various actions by unanimous
written consent in lieu of meetings. In addition, during FY 2018, the Audit Committee held six meetings, the Governance/Nominating
Committee held two meetings and the Compensation Committee held two meetings. During FY 2018, each of the Company’s directors
attended at least seventy-five percent (75%) of the aggregate of: (i) the total number of meetings of the Board of Directors; and
(ii) the total number of meetings of all committees of the Board on which they served. Also, members of the Board and each of its
committees met periodically during FY 2018 to address various matters and engaged in various informal meetings, telephonic meetings
Section 16(a) Beneficial Ownership
Section 16(a) of the Exchange Act requires
our officers and directors, and persons who beneficially own more than ten percent (10%) of a registered class of our equity securities,
to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-ten-percent (10%) owners
are required by certain SEC regulations to furnish us with copies of all Section 16(a) forms they file.