Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Mr. Trowbridge, age 45, joined
the Company in June 2008 as Corporate Counsel, was promoted to Vice President and General Counsel in June 2010 and subsequently promoted to Senior Vice
President and General Counsel in August 2013. In October 2019, Mr. Trowbridge was named interim Chief Financial Officer and has served in such capacity since
October 22, 2019, in addition to Mr. Trowbridge’s responsibilities as Senior Vice
President and General Counsel of
the Company.
There are no family relationships between Mr. Trowbridge and any director or executive officer of
the Company, and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Trowbridge’s appointment,
the Company’s Compensation Committee approved certain changes to Mr. Trowbridge’s compensatory arrangements. Mr. Trowbridge’s annual
base salary increased to $400,000 and he will be eligible for an annual bonus at a target level of 60% of his base salary. Mr. Trowbridge will also be eligible to receive an annual equity grant award at a target level of 150% of his base
salary. In connection with Mr. Trowbridge’s appointment, he was granted equity awards, effective
February 3, 2020, under
the Company’s 2004 Stock and Incentive Award Plan consisting of (i) options to purchase 18,204 shares of common stock of
the Company and (ii) 5,376 restricted stock units in respect of shares of common stock of
the Company. The exercise price for the options is equal to the closing price of
the Company’s common stock as reported on the NASDAQ Global Select
Market on the date of the grant. The options will vest in four equal installments beginning on the first anniversary of the grant date and expire, if not exercised, on
February 3, 2030. The restricted stock units will vest in four equal
installments beginning on the first anniversary of the grant date.
The Company will initiate a search for a new General Counsel and Mr. Trowbridge will maintain his role as General Counsel, in addition to his responsibilities as Executive Vice
President and Chief Financial Officer, until a replacement General Counsel is named.