Based solely on our review of the copies
of such forms received by us, we believe that during 2018, there was compliance with the filing requirements applicable to our
officers, directors and greater-than-ten-percent (10%) stockholders of the Company.
The Compensation Committee determined that
for service as a director of our Company during 2018, each non-employee member of the Board of Directors would receive a cash payment
of $80,000 payable one half on January 1st and one half on July 1st (and pro-rated for directors who were elected to the Board
of Directors after January 1, 2018). Although historically each non-employee director has received an annual equity grant valued
at $120,000 based on the closing price of our stock on the first trading day of the year, with vesting occurring on July 1st of
the year of grant, the Compensation Committee determined that for 2018 our directors would instead receive this amount in cash
vesting in twelve (12) equal installments. Additionally, each Chairperson of the Audit Committee, the Compensation Committee and
the Governance/Nominating Committee received additional cash payments of $35,000, $20,000 and $15,000, respectively, and Mr. Cohen
received $40,000 in annual cash fees for his service as Lead Director.
In connection with the departure of Mr.
Haugh from the Company in June 2018, the Board formed a search committee to identify and recruit a new Chief Executive Officer
of the Company (the “Search Committee”). Each member of the Search Committee received cash payments of $10,000 per
month during its existence, other than its chairperson who received cash payments of $15,000 per month during its existence.
In 2018, Mr. Cuneo served as our Executive
Chairman of the Board, as well as our Interim Chief Executive Officer. Mr. Cuneo did not receive compensation in respect of his
service as a director during 2018.
The following table sets forth compensation
information for 2018 for each person who served as a member of our Board of Directors at any time during 2018 who was not also
an executive officer. Anyone who serves on our Board of Directors that was an executive officer during any portion of a calendar
year does not receive additional compensation for serving on the Board of Directors for the remainder of that year. None of the
Directors, other than Mr. Galvin (as detailed below under the heading “Executive Compensation”) held any outstanding
stock awards or options as of December 31, 2018.
||Total Cash ($)|| |
|Justin Barnes (1)||
|| ||114,556|| |
|F. Peter Cuneo (2)||
|| ||-|| |
|Drew Cohen (3)||
|| ||240,000|| |
|Mark Friedman (4)||
|| ||275,000|| |
|Robert C. Galvin(5)||
|| ||-|| |
|Sue Gove (6)||
|| ||317,500|| |
|James A. Marcum (7)||
|| ||270,000|| |
|Kristen O’Hara (8)||
|| ||50,000|| |
|Kenneth W. Slutsky (9)||
|| ||170,000|| |
|Sanjay Khosla (10)||
|| ||200,000|| |
|John Haugh (11)||
|| ||-|| |
|(1)||Fees earned or paid in cash to Mr. Barnes include
(i) $62,222 attributable to annual cash director fees and (ii) $27,333 attributable to Search Committee member fees.
|(2)||In 2018, Mr. Cuneo served as Executive Chairman and
Interim Chief Executive Officer for portions of 2018 and was not compensated as a director.
|(3)||Fees earned or paid in cash to Mr. Cohen include (i)
$200,000 attributable to annual cash director fees and (ii) $40,000 attributable to annual Lead Director fee.
|(4)||Fees earned or paid in cash to Mr. Friedman include
(i) $200,000 attributable to annual cash director fees, (ii) $20,000 attributable to annual Compensation Committee Chairperson
fee and (iii) $55,000 attributable to Search Committee member fees.
|(5)||Mr. Galvin serves as our Chief Executive Officer and
was not compensated as a director.