PRSS 2018 Proxy Statement

17 (13) Includes 0 shares issuable under stock awards and options within 60 days of March 12, 2018. (14) Includes 9,500 shares with accelerated vesting within 60 days of March 12, 2018 per a severance agreement between Mr. Barton and the Company and excludes Mr. Barton who is not a current executive officer. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS In addition to the compensation arrangements with directors and executive officers described elsewhere in this proxy statement, the following is a description of each transaction since January 1, 2017 and each currently proposed transaction in which: • we have been or are to be a participant; • the amount involved exceeds or will exceed $120,000; and • any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest. Indemnification Agreements We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers. Procedures for Approval of Related Party Transactions Our Related Person Transactions Policy provides for approval by the audit committee of the Board of transactions with our company valued at or more than $120,000 in which any director, officer, 5% or greater stockholder or certain related persons or entities has a direct or indirect material interest. In approving or rejecting any such proposal, the audit committee will consider all relevant facts and circumstances reasonably available to them. EXECUTIVE COMPENSATION Compensation Decisions and the Role of the Compensation Committee The compensation committee of the Board is currently comprised of two independent, non-employee directors, Mary Ann Arico and Alan B. Howe. The compensation committee is responsible for the executive compensation programs for our executive officers and reports to the Board on its discussions, decisions and other actions. Typically, our Chief Financial Officer and Vice President of Talent make recommendations to the compensation committee, attend committee meetings and are involved in the determination of compensation for our executive officers; provided, however, that neither our Chief Financial Officer nor Vice President of Talent makes recommendations as to their own compensation. Our Chief Financial Officer and Vice President of Talent make recommendations to the compensation committee regarding short- and long-term compensation for our executive officers based on our results, an individual executive officer’s contribution toward these results and performance toward goal achievement. The compensation committee then reviews the recommendations and other data and approves each executive officer’s total compensation, as well as each individual compensation component. The compensation committee’s decisions are based on its assessment of the performance of our Company and each individual executive officer, as well as other factors, such as prevailing industry trends. In making decisions on salaries, bonuses and equity in 2017, management and the compensation committee retained the services of Radford Surveys + Consulting, or Radford, to provide the following services: • assess and provide recommendations with respect to the list of peer companies against which we benchmark our executive compensation; • brief the compensation committee on current compensation market trends; and • assist the compensation committee in developing a competitive executive compensation program to reinforce our long-term strategic goals. Narrative to 2017 Summary Compensation Table The primary components of compensation for (1) our principal executive officer, Fred E. Durham III, and (2) our three most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers at the end of