Theriva Biologics, Inc.
For the period ended Oct 31, 2024. Filed Sep 30, 2024.
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Oct 31, 2024 · Filed Sep 30, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our Named Executive Officers, or NEOs, to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation”.
| Year | SCT Total Compensation For PEO(1) | Compensation Actually Paid to PEO(2) | Average SCT Total Compensation for Other Non- PEOs(3 | Average Compensation Actually Paid to Other Non- PEOs(4) | Value of Initial Fixed $100 Investment Based on Cumulative TSR(5) | Net Loss |
|---|---|---|---|---|---|---|
| 2023 | $1,271,913 | $851,435 | $379,431 | $356,134 | $8.48 | $(18,349,000) |
| 2022 | $1,190,663 | $(904,217) | $441,259 | $430,432 | $8.97 | $(20,025,000) |
| 2021 | $1,121,124 | $349,848 | N/A | N/A | $53.70 | $(23,189,000) |
| (1) | The dollar amounts reported are the amounts of total compensation reported for Steven A. Shallcross (our Chief Exeutive Officer and principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Shallcross, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shallcross during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. Shallcross' total compensation for each year to determine the compensation actually paid. |
| (3) | The dollar amounts reported represent the average of the amounts reported for the non-PEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. Frank Tufaro was our only non-PEO (excluding our PEO) included for purposes of calculating the average amounts in 2022. For the years 2021 and 2020, we did not have any named executive officers other than our PEO. |
| (4) | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2). |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
The amounts deducted or added in calculating the equity award adjustments with regard to our PEO are as follows:
| Total Compensation as reported SCT | $1,271,913 | ||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | --- |
|---|---|---|---|
| Subtract | Fair value of equity awards granted during covered fiscal year | $(278,450) | |
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | --- |
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end | $194,139 | |
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | $ | --- |
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | --- |
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $(363,645) | |
| Add/Subtract | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $27,479 | |
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $ | --- |
| Equals | Compensation Actually Paid to CEO | $851,435 |
The amounts deducted or added in calculating the equity award adjustments with regard to our non-PEO are as follows:
| Total Compensation as reported SCT | $379.431 | ||
| Subtract | Pension values reported in SCT for covered fiscal year | $ | --- |
|---|---|---|---|
| Subtract | Fair value of equity awards granted during covered fiscal year | $ | --- |
| Add | Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year | $ | --- |
| Add | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end | $ | --- |
| Add | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | $ | --- |
| Add | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | $ | --- |
| Add/(Subtract) | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | $ | --- |
| Add/Subtract | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year | $3,389 | |
| Subtract | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | $(26,686) | |
| Equals | Compensation Actually Paid to CEO | $356,134 |
Analysis of the Information Presented in the Pay Versus Performance Table
As described in more detail above in “Executive Compensation–Narrative Disclosure to Summary Compensation Table,” the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the three years presented in the table, on the other.
Compensation Actually Paid and Net Income
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s net income, on the other hand.
All information provided above under the heading “Pay Versus Performance” will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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