ATOSSA THERAPEUTICS, INC.
For the period ended Mar 26, 2025. Filed Mar 26, 2025.
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Mar 26, 2025 · Filed Mar 26, 2025
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PAY VERSUS PERFORMANCE
As required by the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation actually paid to our executive officers and certain measures of financial performance. The following table reports the compensation of Dr. Steven C. Quay, our Chairman and CEO (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to as “CAP”).
| Year | SummaryCompensationTable Total for PEO (1) | CompensationActually Paid to PEO (1)(2) | Summary CompensationTable Total for Non-PEO NEOs (1) | CompensationActually Paid to Non-PEO NEOs (1)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Net Loss |
|---|---|---|---|---|---|---|
| 2024 | $2,764,082 | $3,018,458 | $1,149,674 | $1,238,488 | $2 | $(25,504,000) |
| 2023 | $2,356,220 | $2,653,763 | $1,412,840 | $715,616 | $(7) | $(30,094,000) |
| 2022 | $3,160,876 | $2,971,123 | $1,527,871 | $1,445,374 | $(44) | $(26,960,000) |
(1)
Dr. Quay is our PEO for 2024, 2023 and 2022. Ms. Rees is the only Non-PEO NEO for 2024. Kyle Guse, Former Chief Financial Officer, Greg Weaver, Former Chief Financial Officer, and Ms. Rees are the Non-PEO NEOs for 2023. Mr. Guse is the only Non-PEO NEO for 2022.
(2)
The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC regulation S-K. The dollar amounts reported do not reflect actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO. In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| Year | SummaryCompensationTable Totalfor PEO | Equity Awardsin SCT (A) | Equity AwardAdjustments (B) | CompensationActually Paidto PEO |
|---|---|---|---|---|
| 2024 | $2,764,082 | $(1,490,639) | $1,745,015 | $3,018,458 |
| 2023 | $2,356,220 | $(1,143,927) | $1,441,470 | $2,653,763 |
| 2022 | $3,160,876 | $(2,019,697) | $1,829,944 | $2,971,123 |
(a)
Represents the amounts reported in the Option Awards column in the Summary Compensation Table (“SCT”) for the applicable year.
(b)
Represents the equity award adjustments (deductions and additions) for PEO equity awards for each applicable year calculated as follows:
| Year | Year-EndFair Valueof Outstandingand Unvested Equity Awards Granted During the Year | Year-over-Year Change in FairValue of Outstandingand UnvestedEquity Awards Granted inPrior Years | Fair Valueas of VestingDate of EquityAwards Grantedand Vestedin the Year | Change in theFair Value from Prior Fiscal Year End to Vesting Date ofEquity Awards Granted inPrior Yearsthat Vestedin the Year | Total EquityAwardAdjustments |
|---|---|---|---|---|---|
| 2024 | $1,418,914 | $(8,325) | $370,608 | $(36,182) | $1,745,015 |
| 2023 | $1,093,739 | $(15,321) | $428,413 | $(65,361) | $1,441,470 |
| 2022 | $1,226,109 | $(50,510) | $755,829 | $(101,484) | $1,829,944 |
(3)
The table below shows CAP for the Non-PEO NEO(s), as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEO(s) during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEO(s). In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, on average, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| Year | SummaryCompensationTable Totalfor Non-PEONEOs | Equity Awardsin SCT (A) | Equity AwardAdjustments (B) | CompensationActually Paidto Non-PEO NEOs |
|---|---|---|---|---|
| 2024 | $1,149,674 | $(489,237) | $578,051 | $1,238,488 |
| 2023 | $1,412,840 | $(875,334) | $178,110 | $715,616 |
| 2022 | $1,527,871 | $(788,918) | $706,421 | $1,445,374 |
(a)
Represents the average of the amounts reported in the Option Awards column in the Summary Compensation Table for the applicable year.
(b)
Represents the equity average award adjustments (deductions and additions) for our Non-PEO NEO(s) equity awards for the applicable year calculated as follows:
| Year | Year-End FairValue ofOutstandingand UnvestedEquity Awards Granted During theYear | Year-over-Year Change in FairValue ofOutstandingand UnvestedEquity Awards Granted inPrior Years | Fair Value asof VestingDate ofEquity Awards Granted andVested inthe Year | Change in theFair Value from Prior Fiscal Year End to Vesting Dateof EquityAwards Granted inPrior Yearsthat Vestedin the Year | Prior Year End Fair Value for Equity Awards Granted in Prior Years that were Forfeited During the Year | Total EquityAwardAdjustments |
|---|---|---|---|---|---|---|
| 2024 | $466,599 | $(2,558) | $119,271 | $(5,261) | - | $578,051 |
| 2023 | $113,935 | $(536) | $76,474 | $(8,675) | $(3,088) | $178,110 |
| 2022 | $480,268 | $(22,448) | $293,960 | $(45,359) | - | $706,421 |
(4)
Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021.
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