United states

The members of our nominating and corporate governance committee upon completion of this offering will be Messrs. Philip Deutch, Stephen Bransfield and Daniel Weiss. Mr. Deutch will be the chairman of our nominating and corporate governance committee upon completion of this offering. Our board of directors has determined that each member of our nominating and corporate governance committee is independent under the applicable rules of The NASDAQ Global Market.

Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

During the years ended December 31, 2015, 2014 and 2013, our compensation committee was comprised of Messrs. Philip Deutch, Daniel Weiss, Michael DeRosa and Paul Giovacchini. None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

In March 2012, we sold an aggregate of 240 shares of our Senior Redeemable preferred stock at a purchase price of $25,000 per share. As part of this offering, we sold an aggregate of 6 shares of our Senior Redeemable preferred stock for an aggregate purchase price of $0.15 million to an entity affiliated with Energy Technology Partners, L.L.C., of which Mr. Deutch is the manager. We also sold an aggregate of 60 shares of our Senior Redeemable preferred stock for an aggregate purchase price of $1.5 million to an entity affiliated with Angeleno Group, of which Mr. Weiss is a co-founder and managing partner. We also sold an aggregate of 174 shares of our Senior Redeemable preferred stock for an aggregate purchase price of $4.35 million to entities affiliated with Element Partners, of which Mr. DeRosa is a managing director.

 

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In May 2014, we sold an aggregate of 120 shares of our Super Senior Redeemable preferred stock at a purchase price of $25,000 per share. As part of this offering, we sold an aggregate of 10 shares of our Super Senior Redeemable preferred stock for an aggregate purchase price of $0.25 million to an entity affiliated with Angeleno Group, of which Mr. Weiss is a co-founder and managing partner. We also sold an aggregate of 110 shares of our Super Senior Redeemable preferred stock for an aggregate purchase price of $2.75 million to entities affiliated with Element Partners, of which Mr. DeRosa is a managing director.

In June 2014, we sold an aggregate of 160 shares of our Super Senior Redeemable preferred stock at a purchase price of $25,000 per share. As part of this offering, we also sold an aggregate of 75 shares of our Super Senior Redeemable preferred stock for an aggregate purchase price of $1.875 million to an entity affiliated with Angeleno Group, of which Mr. Weiss is a co-founder and managing partner. We also sold an aggregate of 75 shares of our Super Senior Redeemable preferred stock for an aggregate purchase price of $1.875 million to entities affiliated with Element Partners, of which Mr. DeRosa is a managing director.

For more information regarding sales of our preferred stock, see “Certain Relationships and Related Party Transactions—Private Placements of Securities.”

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and directors including our chief executive officer and senior financial officers, which will be available on our website upon the closing of this offering.

Director Compensation

Based on the recommendations of our compensation committee, we have adopted a non-employee director compensation policy to provide compensation that enables us to attract and retain high caliber directors who are not our employees or officers and who are not affiliated with holders of our preferred stock. Because directors that are affiliated with our investors have historically declined to receive board meeting compensation, our non-employee director compensation policy does not apply to these individuals. Under the non-employee director compensation policy, unaffiliated non-employee directors are entitled to cash compensation which consists of a quarterly retainer of $13,750. During the year ended December 31, 2015, we also granted restricted stock units and stock options to our non-employee directors.

We also reimburse all non-employee directors for their reasonable out-of-pocket expenses incurred in attending meetings of our board of directors or any committees thereof.

We do not pay any compensation to any employee directors for serving on our board of directors. Accordingly, Messrs. Lockard and Monie did not receive additional compensation for their services as members of our board of directors. See the section titled “Executive Compensation—Summary Compensation Table” below for additional information regarding the compensation paid to Messrs. Lockard and Monie for the year ended December 31, 2015.

The following table sets forth a summary of the compensation we paid to our non-employee directors during the year ended December 31, 2015.

 

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Non-Employee Director Compensation Table

 

Name (1)		Fees Earned or Paid in Cash ($) (2)				Stock Awards ($) (3)				Option Awards ($) (4)				Total ($)
Stephen Bransfield			55,000				195,700				148,307				399,007
Michael DeRosa			—				31,312				82,393				113,705
Philip Deutch			—				31,312				82,393				113,705
Paul Giovacchini			—				31,312				82,393				113,705
Jack Henry			55,000				195,700				148,307				399,007
James Hughes (5)			13,750				47,616				125,294				186,660
Scott Humber			—				—				—				—
Daniel Weiss			—				31,312				82,393				113,705

 

(1)

As of December 31, 2015, Messrs. Bransfield and Henry each held 18,000 restricted stock units and Messrs. DeRosa, Deutch, Giovacchini, Hughes and Weiss each held 2,880 restricted stock units. As of December 31, 2015, Messrs. Bransfield and Henry each held an option to purchase 38,731 shares of our common stock and Messrs. DeRosa, Deutch, Giovacchini, Hughes and Weiss each held an option to purchase 18,000 shares of our common stock.

 

(2)	Represents the total retainer earned by the respective director in the year ended December 31, 2015. Messrs. DeRosa, Deutch, Giovacchini, Humber and Weiss did not receive retainers because they were affiliated with our investors.

 

(3)

The amounts reported represent the grant date fair value of the restricted stock units awarded to the directors during the year ended December 31, 2015, calculated in accordance with FASB ASC Topic 718 , Compensation—Stock Compensation . Such grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The assumptions used in calculating the grant date fair values of the restricted stock units reported in this column are set forth in the Notes to Consolidated Financial Statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the restricted stock units.

 

(4)

The amounts reported represent the grant date fair value of the stock options awarded to the directors during the year ended December 31, 2015, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The assumptions used in calculating the grant date fair values of the stock options reported in this column are set forth in the Notes to Consolidated Financial Statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for stock options and do not correspond to the actual economic value that may be received by the directors upon exercise of the stock options.

 

(5)	Mr. Hughes was elected to our board of directors in October 2015, and therefore only received one quarterly retainer in 2015.