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PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Table of Contents

    Base Salary

        Base salaries are determined on a case-by-case basis for each named executive officer, including consideration of each officer's experience, expertise and performance, as well as market compensation levels for similar positions.

  2013 Base Salary ($)   2014 Base Salary ($)  

Timothy P. Noyes

    393,710     401,590  

Steven Burke

    359,870     367,070  

Daniel P. Gottlieb

    206,000     210,120  

        The 2013 base salary for Mr. Gottlieb became effective in connection with a promotion effective March 1, 2013. The 2013 base salary for Mr. Noyes and Dr. Burke became effective January 1, 2013. The 2014 base salary for each named executive officer became effective January 1, 2014.

        In connection with this offering, Messrs. Noyes and Gottlieb and Dr. Burke will receive an increase in base salary. See "—Employment Agreements" for additional information.

    Annual Cash Incentive Bonuses

        Annual cash incentive bonuses are contingent upon our achievement of certain operational and financial objectives, which for 2013 consisted primarily of research and development goals. Each named executive officer's target bonus amount is expressed as a percentage of the officer's base salary and is intended to be commensurate with the officer's position and responsibilities. Target bonuses for each officer were 25% of base salary for the year ended December 31, 2013.

    Long-term Equity Incentives

        We believe equity awards in the form of options to purchase shares of our common stock provide an incentive for our named executive officers to focus on driving growth in our stock price and long-term value creation and help us to attract and retain key talent. In addition, the granting of options helps ensure that the interests of our officers are aligned with those of our stockholders as the options only have value if the value of our common stock increases after the date the option is granted.

        Our officers are entitled to certain benefits if the officer's employment terminates in certain circumstances or if a change of control occurs. We also may provide our officers with relocation, housing or other benefits in certain circumstances. However, we do not provide any of our officers with a tax gross-up payment on any severance or change-of-control benefits (although we may provide tax reimbursement payments on relocation and other benefits). Our board of directors reviews (and, after this offering, our compensation committee will review) our officers' overall compensation packages on an annual basis or more frequently as it deems appropriate. From time to time, we may retain independent compensation consultants as we consider appropriate to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data. We did not retain compensation consultants in designing our executive compensation programs for 2013. However, the compensation committee has retained independent compensation consultants for 2014 and beyond.

Employment Agreements

        Below are written descriptions of our agreements with each of our named executive officers. In addition to the specifics described below, our named executive officers' employment agreements also provide for grants of stock options as described in more detail in the "Outstanding Equity Awards at Fiscal Year End" table below and the footnotes that follow the table.