Perspective Therapeutics Inc
For the period ended Apr 18, 2024. Filed Apr 18, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 18, 2024 · Filed Apr 18, 2024
Contents
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the SEC-defined Compensation Actually Paid (“CAP”) to our named executive officers (“NEOs”) and certain of our financial performance metrics during the fiscal periods listed below.
The table below presents information on the CAP to our Chief Executive Officers, as applicable (each, a principal executive officer, or “PEO”) and the average CAP to our other NEOs in comparison to certain performance metrics for the fiscal year ended December 31, 2023, the six-month transition period ended December 31, 2022 (“TP”) and for the twelve months ended June 30, 2022 and 2021. The SEC-defined CAP data set forth in the table below does not reflect amounts actually paid, earned or received by our NEOs, and the metrics are not those that the Compensation Committee uses when setting executive compensation. See the “Compensation of Directors and Executive Officers” section of this Proxy Statement for a description of the compensation setting process for our executive officers including the use of a third-party consultant by the Compensation Committee.
Grants of equity awards in the form of stock options to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with stockholders. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. The ultimate values actually realized by our NEOs from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.
Per SEC rules, CAP is calculated by adjusting the Summary Compensation Table (“SCT”) “Total” values for the applicable period as described in the footnotes to the table.
| Year · SummaryCompensationTable Totalfor FirstPEO (1) · Summary Compensation Table Total for Second PEO (1) · CompensationActuallyPaid to FirstPEO (3)(4) · Compensation Actually Paidto SecondPEO (3)(4) · Average SummaryCompensation Table Total for Non-PEONEOs (2) · AverageCompensationActually Paid toNon-PEO NEOs (3)(4) · Value ofInitialFixed $100InvestmentBased onTotalShareholderReturn(“TSR”) (5) · GAAPNet Loss(in thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $671,732 | $1,458,996 | $776,661 | $1,821,016 | $1,035,026 | $1,213,369 | $71.43 | $(46,508) | ||
| TP | $550,594 | $ | - | $481,043 | $ | - | $330,888 | $292,595 | $44.64 | $(7,335) |
| 2022 | $768,694 | $ | - | $535,513 | $ | - | $535,188 | $385,651 | $55.36 | $(7,272) |
| 2021 | $371,195 | $ | - | $468,950 | $ | - | $259,844 | $316,801 | $142.86 | $(3,390) |
(1)
Lori A. Woods served as Chief Executive Officer for the TP, 2022, and 2021, and in 2023 until her resignation on February 3, 2023, and is identified as First PEO in the table. Johan (Thijs) Spoor has served as Chief Executive Officer since February 5, 2023, and is identified as Second PEO in the table.
(2)
For 2023, the Non-PEO NEOs reflect the average SCT total compensation and average CAP for Jonathan Hunt and Markus Puhlmann. For the TP, 2022, and 2021, the Non-PEO NEOs reflect the average SCT total compensation and average CAP for Jennifer Streeter and William Cavanagh III.
(3)
CAP is computed in accordance with SEC rules by subtracting the amounts in the “Option Awards” column of the SCT for each year or period from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year or period of all awards granted during the reporting year or period that are outstanding and unvested as of the end of the reporting year or period; (ii) adding the amount equal to the change as of the end of the reporting year or period (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year or period; (iii) adding, for awards that are granted and vest in the reporting year or period, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year or period; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year or period, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year or period on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year or period. The following tables reflect the adjustments made to SCT “Total” compensation to compute CAP for our PEO and average CAP for our other NEOs:
First PEO:
| TotalCompensationfrom SCT · OptionAwardsfrom theSCT · Value of NewUnvestedAwards · Change inValues forPriorYearsUnvestedAwards · Value ofNew VestedAwards · Change inValue ofPriorYearsVestedAwards · CAP | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $671,732 | $ | - | $ | - | $ | - | $ | - | $104,929 | $776,661 |
| TP | $550,594 | $(234,764) | $127,198 | $(18,864) | $58,691 | $(1,812) | $481,043 | ||||
| 2022 | $768,694 | $(279,648) | $65,304 | $(28,175) | $69,912 | $(60,574) | $535,513 | ||||
| 2021 | $371,195 | $ | - | $ | - | $47,697 | $ | - | $50,058 | $468,950 | |
Second PEO:
| TotalCompensationfrom SCT · OptionAwards from theSCT · Valueof New UnvestedAwards · Change inValues forPriorYearsUnvestedAwards · Valueof New Vested Awards · Change inValue ofPriorYearsVestedAwards · CAP | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $1,458,996 | $(603,215) | $814,431 | $ | - | $150,804 | $ | - | $1,821,016 | |||||
| TP | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
| 2021 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
Other NEOs (Average):
| TotalCompensationfrom SCT · OptionAwardsfrom theSCT · Value ofNewUnvestedAwards · Change inValues forPriorYearsUnvestedAwards · Valueof NewVestedAwards · Change inValue ofPriorYearsVestedAwards · CAP | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $1,035,029 | $(246,281) | $332,516 | $ | - | $61,570 | $30,535 | $1,213,369 | |||
| TP | $330,888 | $(118,631) | $64,275 | $(12,387) | $29,658 | $(1,208) | $292,595 | ||||
| 2022 | $535,188 | $(186,432) | $43,536 | $(16,905) | $46,608 | $(36,344) | $385,651 | ||||
| 2021 | $259,844 | $ | - | $ | - | $28,618 | $ | - | $28,339 | $316,801 | |
(4)
The following summarizes the valuation assumptions used for stock option awards included as part of CAP: (i) stock option fair value was calculated using the Black-Scholes option pricing model; (ii) expected life of each stock option is based on the expected life assumption that was in effect on the original grant date less the time that had elapsed since the grant date; (iii) strike price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price; (iv) risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date; (v) historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date; (vi) closing prices are adjusted for dividends and splits; and (vii) annual dividend yield on each vest/fiscal year end date is 0.00% as the Company has never paid a common stock dividend.
(5)
Reflects the cumulative TSR of the Company for the one-year period ended June 30, 2021, the two-year period ended June 30, 2022, the period from June 30, 2020 to the end of the TP on December 31, 2022, and the period from June 30, 2020 to the end of fiscal year 2023 on December 31, 2023, assuming a $100 investment at the closing price on June 30, 2020.
The following graphs illustrate the relationship during 2023, the TP, 2022, and 2021 of the CAP for our two PEOs noted above and the average CAP for our other NEOs as calculated pursuant to SEC rules to (i) our cumulative TSR and (ii) our net loss (each as set forth in the table above). Note that we do not utilize TSR or net loss in our executive compensation program; however, we do utilize several other performance measures to align executive compensation with the Company’s performance. See the “Compensation of Directors and Executive Officers” section of this Proxy Statement for a description of the compensation setting process for our executive officers, including a description of the performance-based cash bonus component of our compensation program, which is designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.