some highlights from the filing (chapeau on the compensation reduction...):
The Compensation Committee’s recommendations regarding executive compensation in 2008 and 2009 took into account these management changes as well as our performance, the current global economic recession and the widespread concern over executive pay. As further described below, at the beginning of 2008, our executive compensation as a whole ranged from the 25 th to 50 th percentile relative to a peer group of medical device and technology companies of similar size and revenue. With the significant changeover in management, the Compensation Committee recognized the need to recruit the necessary talent for us to execute on our growth strategy and made decisions to provide competitive packages to achieve this goal, while at the same time focusing a significant part of these packages on long-term incentives to align the management team with the interests of its stockholders. As the macro-economic climate declined and began to affect our financial results, the Board, at the recommendation of the committee, took action in early 2009, freezing executive salaries at 2008 rates and instead chose to incentivize the executive team with long-term incentives, which is discussed further below. Further, in March 2009, Mr. Richardson, recognizing the need to reduce costs in the extraordinarily tough business environment, voluntarily reduced his base salary by 12% and reduced all other executive’s base salary by 5%.
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT
The following table sets forth as of April 15, 2009, certain information with respect to the beneficial ownership of our common stock by (1) each stockholder who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (2) each of our directors, (3) the Named Executive Officers, and (4) all directors and executive officers as a group. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided; in computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
| Shares | ||||||||||||
| Subject to | ||||||||||||
| Amount and | Options | |||||||||||
| Nature of | Included in | |||||||||||
| Beneficial | Beneficial | Percent of | ||||||||||
| Beneficial Owner | Ownership(1) | Ownership(2) | Class(3) (%) | |||||||||
| Mazama Capital Management(4) | 3,097,090 | — | 11.1 | |||||||||
| H Partners Management, LLC(5) | 1,500,000 | — | 5.4 | |||||||||
| ValueAct SmallCap Master Fund, L.P.(6) | 1,413,503 | — | 5.1 | |||||||||
| Executive Officers and Directors | ||||||||||||
| Clent Richardson | 190,372 | 182,812 | * | |||||||||
| Victor Viegas | 1,161,209 | (8) | 1,151,625 | 4.0 | ||||||||
| Stephen Ambler | 158,127 | 158,127 | * | |||||||||
| Richard Vogel | — | — | — | |||||||||
| Anne DeGheest | 57,000 | (8) | 32,500 | * | ||||||||
| John Hodgman | 68,250 | (8) | 63,750 | * | ||||||||
| Emily Liggett | 39,626 | (8) | 33,126 | * | ||||||||
| Jack Saltich | 78,250 | (8) | 73,750 | * | ||||||||
| Robert Van Naarden | 68,250 | (8) | 63,750 | * | ||||||||
| All named executive officers and directors as a group (9 persons)(7) | 1,821,084 | 1,759,440 | 6.1 | |||||||||
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