The Board of Directors establishes non-equity incentive performance targets as well as equity incentive performance targets. Non-equity incentive performance targets are measured against specific financial metrics as well as strategic programs such as strategic planning, business development, market penetration, manufacturing execution and efficiency among other targets. Our executive compensation program includes the following features designed to focus on pay for performance and stockholder value while more closely aligning the interests of our Named Executive Officers with those of our stockholders:
| ● | Pay for Performance. We link pay and performance by establishing corporate financial performance metrics under our Executive Incentive Plan and grant a substantial portion of pay in the form of equity awards that vest over multiple years; |
| ● | No Guaranteed Bonuses. We did not provide any guaranteed bonuses to our executive officers for fiscal 2024; |
| ● | Compensation Consultant. The Compensation Committee of the Board (the “Committee”) seeks input from Compensia, an independent compensation consultant retained directly by the Committee in connection with its oversight of the executive compensation program; |
| ● | Target the 50th percentile. We target compensation to match the 50th percentile of our peer group compensation notwithstanding the deep industry experience of management; |
| ● | Annual Say on Pay. We conduct annual “say-on-pay” advisory votes; |
| ● | No 280G Tax Gross-ups. We do not provide for any golden parachute tax gross-ups; |
| ● | No Option Repricings. No option repricings are permitted under our 2015 Equity Incentive Plan; |
| ● | No Excessive Executive Perquisites. Our executive officers generally receive only the same benefits and perquisites made available to all of our employees; |
| ● | No Hedging or Pledging. We prohibit our executive officers from pledging or hedging of our common stock; and |
| ● | Clawback. We maintain a clawback policy with respect to incentive compensation as described below in “Forfeiture of Awards”. |
