Thelander 2016 PRIVATE COMPANY YEAR END MERIT INCREASE PITCHBOOK REPORT. J. Thelander Consulting

Thelander 2016 PRIVATE COMPANY YEAR END MERIT INCREASE PITCHBOOK REPORT J. Thelander Consulting 165 Marlin Mill Valley, CA 94941 jt@jthelander.com jthelander.com +1 415.383.7006 Legal Notice: The Thelander 2016 Private Company Year End Merit Increase and Option Pool Report is provided to its subscribers on a paid-only or participation-only basis, and is intended solely for the use of those subscribers and not for sharing or distribution. Copyright 2016, J. Thelander Consulting All Rights Reserved

Salary increases, average percent 2016 2015 6.4% 6.0% 4.9% 5.5% 3.8% 4.3% 3.9% 3.9% 4.7% 4.7% CEO (n=231) Chiefs (n=222) EVPs/SVPs (n=147) VPs (n=207) Employees (n=268) 2

Percentage salary increase for CEOs 2016 2015 43% 42% 33% 34% 11% 9% 2% 4% 7% 8% 3% 3% 0% 0.1% - 5% 5.1% - 10% 10.1% - 15% 15.1% - 30% > 30% 3

Percentage salary increase for employees 2016 2015 73% 71% 9% 12% 13% 12% 3% 2% 1% 2% 0% 0.1% - 5% 5.1% - 10% 10.1% - 15% > 15% 4

What executives are included in a formal bonus program? (n = 370) 70% 60% 50% 66% 53% 57% 40% 30% 35% 27% 20% 10% 0% CEO Chiefs EVPs/SVPs VPs None 5

What is the bonus based on? (n = 313) Company performance, 29% Mix of company and individual, 66% Individual performance, 5% 6

If a mix, what percent is based on company versus individual performance? (n = 185) Varies, 18% 25% company, 75% individual, 16% 100% company, 4% 75% company, 25% individual, 24% 50% company, 50% individual, 42% 7

Is the bonus program cash or option-based? (n = 318) 50/50 Cash/Options, 16% Varies, 5% 100% Options, 6% 100% Cash, 73% 8

PARTICIPANT PROFILE

Industry (n = 382) Cleantech, 8% Tech, 47% Biotech, 20% Medical Device, 25% 10

Primary location (n = 374) Europe, Asia, Other, 8% Southwest, 5% Mid West, 8% Mid Atlantic, 4% Southern CA, 8% Southeast, 4% Pacific Northwest, 10% Northern CA, 41% Northeast, 11% 11

Total amount of financing raised to date (n = 375) 25% 23% 20% 15% 10% 17% 11% 15% 12% 8% 14% 5% 0% Under $5 Million $5-$14.9 Million $15-$29.9 Million $30-$49.9 Million $50-$69.9 Million $70-$89.9 Million $90 Million + 12

Most recent series of financing (n = 371) 25% 24% 20% 15% 10% 19% 19% 15% 13% 10% 5% 0% Seed Series A Series B Series C Series D Series E or later 13

J. THELANDER CONSULTING

Jody K. Thelander J.Thelander Consulting is headed by Jody K. Thelander, a compensation executive with more than twenty years of professional experience. Jody has a keen understanding of business through a diversified background in compensation, sales and customer service. The Thelander Surveys and Reports have become a well-respected and highly desired tool for compensation decision-makers in the private business sector. Jody speaks publicly on executive compensation, investment firm and corporate venture compensation topics, including events hosted by BayBio, BioHouston, Global Corporate Venturing, IBF, National Venture Capital Association, JPMorgan, Private Equity International and Stanford. Jody earned a Bachelor of Science degree in Consumer Studies at the University of Vermont and a Masters Degree in Human Resources at Marymount University. Her career began in the fashion retailing industry with British Vogue, Ralph Lauren Womenswear, Bonwit Teller and Garfinkels in London, New York and Washington, DC. Jody also spent ten years in human resources with TRW Space and Defense both in Washington DC, and San Francisco, before starting her own firm. Jody serves as a sustaining member of the Auxiliary Board for the San Francisco Ballet and the Modern Art Council of the San Francisco Museum of Modern Art. She is the past chair of the Silicon Valley Leadership Committee for the American Diabetes Association. 15

Elyse Hurtado Elyse provides expertise in the collection, inspection and cleaning of data for the Thelander Surveys. Her proficiency in data analysis, visualization and statistical interpretation is a key component supporting decision-making for Thelander Consulting. Elyse received her Bachelor of Science degree in Psychology at Emory University. She continued her academic studies at the University of Miami, earning both a master s and doctoral degrees there. During her doctoral training she specialized in epidemiology and statistics and also worked in collaboration with the Centers for Disease Control and Prevention. In addition to her work for J.Thelander Consulting, Elyse teaches at the University of Miami. Colin Turek Colin Turek heads client relations and business development. He has more than 10 years of experience with private companies in both San Francisco and New York. Colin expertise is in organizational operations, strategic growth, and human resource management. He has spent much of his career in private healthcare administration, serving most recently as the VP of Operations and Business Development for a Bay Area based startup. In addition to his work at J.Thelander Consulting, Colin directs institutional advancement and development for YMA Fashion Scholarship Fund, a national non-profit dedicated to the fashion arts. He has been named Top 40 Under 40 by the North Bay Business Journal, volunteers at Maitri AIDS Hospice, and is a current member of the New York City Ballet Young Patrons Circle. Colin earned a Bachelor of Arts in Social Justice at the University of Massachusetts, Amherst, and is currently obtaining his MBA at the State University of New York. 16

J. Thelander Consulting Services We customize data and offer trend analysis for your specific needs. We offer consulting services tailored to your specific needs. We are readily available to consult and personally meet with you, your executive team and board of directors. The intelligence gathered in our compensation surveys can be sliced by position, industry, funding level, financing, revenue or a combination of factors for your customized analysis and reports. Our services include, but are not limited to: Executive/Investment Professional Compensation: conduct a competitive analysis for salary, bonus and other incentives using comparators within peer groups. We work with both the executives, investment professionals, HR and/or the compensation committee to present strategic and near-term compensation issues. Equity/Carried Interest Programs: conduct a market analysis for senior executives, and design a program with the competitive mix between cash and equity or carried interest. Employee Compensation: design salary ranges and grade level descriptors with matching equity and/or carried interest percentages below the executive level. 17

Thelander Reports and Surveys Private Company Compensation Report includes current compensation data on base pay, bonus and equity compensation for positions within biotech, cleantech, healthcare services, medical device and tech companies, including: Executives, directors, managers, non-investor board members More than 70 staff positions In-depth clinical, engineering, research and admin areas Private Company Merger & Acquisition Report includes information on carve-out plans, milestone incentives, bonus programs, liquidation preferences and anti-dilution clauses. Private Company Change of Control, Severance & 409A Report includes information on change of control agreements, severance programs, single/double trigger acceleration. Private Company Year End Salary & Option Refresh Report includes information on salary increases, bonuses and refresh programs. 18

Thelander Reports and Surveys The Thelander CVC Compensation Report includes information on corporate venture firms, covering base pay, bonus and carried interest for positions including: CVC unit leader senior investment professionals, CFO, legal counsel, investment/program manager, and analyst/associate Specifics on board members and observer seats The CVC Bonus Report includes information on bonus amounts, bonus factors, carried interest and board positions. The Thelander-PitchBook Investment Firm Compensation Report includes information on buyout, hedge-fund, private equity and venture capital firms and covers salary, carried interest, capital structures and succession planning for positions including: Investment professionals, operating partners, finance and operations 19