ASSEMBLY BIOSCIENCES INC
For the period ended Jun 5, 2025. Filed Apr 23, 2025.
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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.
Jun 5, 2025 · Filed Apr 23, 2025
Contents
Pay Versus Performance
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 executive compensation actually paid and our financial performance.
Required Tabular Disclosure
The following table discloses information on "compensation actually paid" to our principal executive officer (PEO) and, on average, to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return (TSR). All share numbers in the tables below have been equitably adjusted in connection with our February 2024 1-for-12 reverse stock split.
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for NEOs (1) | Average Compensation Actually Paid to NEOs (1)(2)(3) | Total Shareholder Return Based on an Initial Fixed $100 Investment | Net Loss (in thousands) |
|---|---|---|---|---|---|---|
| 2024 | $1,767,191 | $2,147,925 | $895,502 | $1,078,074 | $160.34 | $(40,177) |
| 2023 | $1,373,710 | $1,132,572 | $758,666 | $593,973 | $63.08 | $(61,228) |
| 2022 | $1,759,202 | $1,318,469 | $1,605,579 | $1,117,797 | $21.49 | $(93,092) |
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year | PEO | Non-PEO NEOs |
| 2024 | Jason A. Okazaki | William E. Delaney IV, Ph.D. and Nicole S. White, Ph.D. |
| 2023 | Jason A. Okazaki | William E. Delaney IV, Ph.D. and Nicole S. White, Ph.D. |
| 2022 | John G. McHutchison, A.O., M.D. | Jason A. Okazaki and William E. Delaney IV, Ph.D. |
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K of the SEC rules and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain required adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the NEOs for the applicable year as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Deductions: Stock and Option Awards column are the totals from the Stock and Option Awards columns set forth in the Summary Compensation Table.
| Year | Summary Compensation Table Total for PEO | Deductions: Stock and Option Awards | Fair Value of Shares Granted During the Year at 12/31 | Change in Fair Value of Prior Years' Awards (Unvested at 12/31) | Change in Fair Value of Prior Years' Awards Vested during Applicable Year | Compensation Actually Paid to PEO |
|---|---|---|---|---|---|---|
| 2024 | $1,767,191 | $(637,731) | $714,577 | $166,704 | $137,183 | $2,147,925 |
| 2023 | $1,373,710 | $(306,100) | $272,345 | $(186,472) | $(20,912) | $1,132,572 |
| 2022 | $1,759,202 | $(902,402) | $452,827 | $14,884 | $(6,042) | $1,318,469 |
| Year | Average Summary Compensation Table Total for NEOs | Deductions: Stock and Option Awards | Fair Value of Shares Granted During the Year at 12/31 | Change in Fair Value of Prior Years' Awards (Unvested at 12/31) | Change in Fair Value of Prior Years' Awards Vested during Applicable Year | Average Compensation Actually Paid to NEOs |
|---|---|---|---|---|---|---|
| 2024 | $895,502 | $(183,961) | $206,128 | $81,774 | $78,631 | $1,078,074 |
| 2023 | $758,666 | $(88,575) | $81,117 | $(142,012) | $(15,223) | $593,973 |
| 2022 | $1,605,579 | $(838,738) | $394,622 | $(40,448) | $(3,219) | $1,117,797 |
Equity Award Granting Practices
Every year since 2017, we have made our annual equity grants on March 29, other than the 2020 annual equity grants made on March 27, which was the last business day prior to March 29. We issue these grants on March 29, because, with one exception since 2017, the grants have been made at least a week after the filing of our Annual Report on Form 10-K (Form 10-K), which typically cleanses our employees of material non-public information.
However, in 2024, as a result of complex accounting issues related to our collaboration with Gilead executed in 2023, we filed our Form 10-K later than normal, on March 28, 2024, one day prior to our annual equity grants. The sizes of the annual equity grants had been determined in advance of the filing of the Form 10-K. Tabular disclosure related to the 2024 annual equity grants made to NEOs can be found in the below table.
The Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards anddoes not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Item 402(x) Information
| Name | Grant Date | Number of securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grand Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material NonpublicInformation |
|---|---|---|---|---|---|
| Jason A. Okazaki | 3/29/2024 | 65,000 | $13.30 | $637,731 | -3% |
| William E. Delaney IV, Ph.D. | 3/29/2024 | 20,000 | $13.30 | $196,225 | -3% |
| Nicole S. White, Ph.D. | 3/29/2024 | 17,500 | $13.30 | $171,697 | -3% |
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