also a Named Executive Officer, on August 23, 2018, each of which expires on January 7, 2021. In
connection with Ms. Robinson’s appointment to Chief Financial Officer, the Company and Mr. Colosi
entered into an amendment to his 2018 Employment Agreement on May 17, 2018 to reflect his
resignation as Chief Financial Officer of the Company while still remaining as President of the Company.
As used herein, the employment agreements, as amended (as and if applicable), with Messrs. Taylor,
Colosi, Jacobsen, and Thompson, and Ms. Robinson shall be referred to collectively as the ‘‘2018
Employment Agreements’’ and with respect to any Named Executive Officer, as a ‘‘2018 Employment
Agreement’’. As more particularly described below, on July 3, 2019, the Company entered into a
Consulting Agreement and General Release of Claims (the ‘‘Colosi Consulting Agreement’’) with
Mr. Colosi relating to Mr. Colosi’s retirement as President of the Company effective as of June 20, 2019.
To assist in setting compensation under the 2018 Employment Agreements and pursuant to the
authority granted under its charter, the compensation committee engaged Willis Towers Watson as an
independent compensation consultant in 2017 to advise the compensation committee on compensation for
the executive officers and the non-employee directors, together with analysis and services related to such
executive and director compensation. Specifically, the compensation committee asked the consultant to
provide market data, review the design of the executive and director compensation packages, and provide
guidance on cash and equity compensation for the Company’s executive officers and the non-employee
directors. Willis Towers Watson does not currently provide any other services to the Company, and the
compensation committee has determined that Willis Towers Watson has sufficient independence from us
and our executive officers to allow it to offer objective information and advice. All fees paid to Willis
Towers Watson during fiscal year 2017 were in connection with their engagement by the compensation
committee for the above services.
Each 2018 Employment Agreement establishes a base salary throughout the term of the agreement,
and a cash incentive bonus amount based on the achievement of defined goals to be established by the
compensation committee. In addition to cash compensation, the 2018 Employment Agreements also
provide the compensation committee with an opportunity to make annual stock awards to the Named
Executive Officers, the types and amounts of which are subject to the compensation committee’s
discretion based on their annual review of the performance of the Company and of the individual Named
Executive Officers. The types of stock awards contemplated by the 2018 Employment Agreements are
(i) restricted stock units, which grant the Named Executive Officers the conditional right to receive shares
of our common stock that vest after a defined period of service, (ii) ‘‘retention’’ restricted stock units,
which vest upon the completion of the term of an individual Named Executive Officer’s agreement or
such longer date as determined by the compensation committee, and (iii) performance stock units, which
are calculated based on the achievement of certain Company performance targets established by the
compensation committee and vest over a period of service. As of the date of this proxy statement and as
more particularly described below, each Named Executive Officer has received an annual grant of
restricted stock units relating to their 2018 year service (which were granted in 2017 or 2018 [as
applicable]), their 2019 year service (which were granted in 2019), and their 2020 year service (which were
granted in 2020). Additionally, each of Messrs. Taylor, Colosi, Jacobsen, and Thompson, and
Ms. Robinson have received grants of performance stock units relating to their 2018, 2019 and/or
2020 year service (as applicable). Moreover, each of Messrs. Colosi, Jacobsen, and Thompson, and
Ms. Robinson have received ‘‘retention’’ grants of restricted stock units under their respective 2018
Employment Agreements, which vest upon the completion of the term of the agreement on the condition
that the applicable Named Executive Officer is still serving the Company on the vesting date. Finally,
Mr. Taylor’s 2018 Employment Agreement also provides for a long-term ‘‘retention’’ grant of restricted
stock units, which vest on January 8, 2023 on the condition that Mr. Taylor is still serving the Company on
the vesting date.
Under the 2018 Employment Agreements, each Named Executive Officer has agreed not to compete
with us during the term of his or her employment and for a period of two years following his or her