2 Bonuses in this column
represent discretionary (or in the case of Daniel S. Goldberger’s bonus for 2019, contractual) cash bonuses approved by the Board and/or compensation committee of the Board for 2018 or 2019, as applicable.
3 Represents the value of
(i) restricted stock units, (ii) deferred stock units and (iii) restricted shares determined using the grant date fair value computed in accordance with FASB ASC 718. See Note 18 to the consolidated financial statements of the Company for the fiscal
years ended December 31, 2018 and December 31, 2019 in the Form 10-K filed by the Company on March 30, 2020, for additional information.
Francis R. Amato received awards of restricted stock units with a
grant date fair value of $500,000 in April 2019 and $50,000 in June 2019. Mr. Amato stepped down as Chief Executive Officer of the Company, effective October 1, 2019. Pursuant to his separation agreement with the Company, the vesting of Mr.
Amato’s restricted stock units was accelerated, resulting in incremental fair value equal to $185,846.
Peter S. Staats stepped down as Chief Medical Officer of the Company and became a part-time consultant to the Company as of April 1, 2019. In connection therewith, Dr. Staats
received restricted shares with a grant date value of $67,500. In addition, restricted shares received by him in 2018 in connection with the IPO were modified in 2019 to continue to vest as long as he was providing reasonable transition services to
the Company, resulting in incremental fair value equal of $397,357. Dr. Staats rejoined the Company as its part-time Chief Medical Officer in January 2020.
4 Includes the value of
stock options determined using the grant date fair value computed in accordance with FASB ASC 718. See Note 18 to the consolidated financial statements of the Company for the fiscal years ended December 31, 2018 and December 31, 2019 in the Form
10-K filed by the Company on March 30, 2020, for additional description of the assumptions used in the valuation.
Mr. Amato received an award of options with a grant date fair value of $1,500,000 in April 2019. Modification of the post-termination expiration/exercise period of his 2018 and 2019
options in connection with his separation agreement resulted in incremental fair value equal to $69,422.
Pursuant to his consulting agreement, Dr. Staats received 47,000 stock options with a grant date fair value of $251,274 in 2019. In addition, pursuant to his consulting agreement,
Dr. Staats’ options granted in 2018 were modified in 2019 to extend their vesting and expiration period, resulting in incremental fair value equal to $250,582.
Also includes, with respect to Mr. Amato, Mr. Errico and Dr. Staats,
for 2018, the grant date fair value of Common Units issued as Profits Interests in Electrocore, LLC prior to the IPO, computed in accordance with FASB ASC 718. See Note 18 to the consolidated financial statements for the fiscal years ended December
31, 2018 and December 31, 2019 in the Form 10-K filed by the Company on March 30, 2020, for a description of the assumptions used in valuing these Common Units. These Common Units constituted profits interests for U.S. federal income tax purposes.
Despite the fact that the Common Units that constituted Profits Interests did not require the payment of an exercise price, for purposes of this table the Company believes they are most similar economically to stock options and are properly
classified as options under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.”
5 Represents the respective
contingent cash bonuses paid to Mr. Amato and Mr. Errico in connection with completion of the IPO.