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 compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. The disclosure does notnecessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. Refer to the Executive Compensation - Overview section for a discussion of the Company's performance in 2025.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEO(1) | Average Compensation Actually Paid to Non-PEO NEO(1)(2) | Value of Initial Fixed $100 Investment Basedon Total Shareholder Return(3) | Net Income (Loss) (Thousands $)(4) |
|---|
| 2025 | $2,189,467 | $2,257,912 | $1,022,879 | $1,039,899 | $11.65 | ($45,724) |
| 2024 | $4,310,914 | $2,003,459 | $1,671,263 | $961,606 | $10.67 | $7,167 |
| 2023 | $2,039,280 | ($206,557) | $997,179 | $390,003 | $30.67 | ($61,319) |
| (1) | Summary Compensation Table amounts reported include the fair value of stock grants calculated in accordance with ASC 718, rather than the cash amounts paid to or realized by the named individual. Mr. Amoroso served as our principal executive officer (“PEO”) for the full year in 2023, 2024 and 2025. The Non-PEO Named Executive Officers (the “Non-PEO NEOs”) include the following individuals: for fiscal year 2025, Mr. Kelly and Mr. Scimeca, for fiscal year 2024, Mr. Kelly and Dr. Smith, and for fiscal year 2023, Mr. Kelly and Dr. List. |
| (2) | The following amounts were deducted from or added to the Summary Compensation Table total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid to our PEO and average compensation actually paid to our Non-PEO NEOs for 2024 and 2025: |
PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| Fiscal Year | 2023 | 2024 | 2025 |
|---|
| Summary Compensation Table Total | $2,039,280 | $4,310,914 | $2,189,467 |
| - Grant Date Fair Value of Stock Awards Granted in Fiscal Year as reported in the Summary Compensation Table for Applicable Fiscal Year | ($967,976) | ($3,216,563) | ($1,025,086) |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $291,993 | $1,217,219 | $846,102 |
| +/- Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($1,139,232) | ($286,857) | $77,654 |
| +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($430,622) | ($21,254) | $182,795 |
| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($13,020) |
| Compensation Actually Paid | ($206,557) | $2,003,459 | $2,257,912 |
Non-PEO NEO Average Summary Compensation Table Total to Average Compensation Actually Paid Reconciliation
| Fiscal Year | 2023 | 2024 | 2025 |
|---|
| Summary Compensation Table Total | $997,179 | $1,671,263 | $1,022,879 |
| - Grant Date Fair Value of “Stock Awards” Granted in Fiscal Year as reported in the Summary Compensation Table for Applicable Fiscal Year | ($320,638) | ($1,015,474) | ($334,530) |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | $96,722 | $383,724 | $276,120 |
| +/- Change in Fair Value as of Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($284,539) | ($74,832) | $24,618 |
| +/- Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($98,721) | ($3,075) | $51,904 |
| - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($1,092) |
| Compensation Actually Paid | $390,003 | $961,606 | $1,039,899 |
| Precision BioSciences, Inc. | 46 | 2026 Proxy Statement |
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| (3) | Cumulative Total Shareholder Return (“TSR”) is the calculated difference between our share price at the end and the beginning of the applicable measurement period, and our share price at the beginning of the measurement period. To perform this calculation, we assume a $100 investment on December 31, 2023. |
| (4) | The dollar amount reported represents the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
