IGC Pharma, Inc.
For the period ended Aug 23, 2024. Filed Jul 8, 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.
Aug 23, 2024 · Filed Jul 8, 2024
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Contents
Pay Versus Performance Table
Included in the table below is the annual compensation paid to our executives and our financial performance for each of the two previous years.
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs Officer(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(4) | Net Income (Loss) |
|---|---|---|---|---|---|---|
| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
| 2024 | $1,821 | $2,699 | $717 | $979 | $118 | $(13,000) |
| 2023 | $1,006 | $(1,453) | $320 | $103 | $33 | $(11,927) |
| 2022 | $5,547 | $918 | $761 | $358 | $56 | $(15,210) |
| (1) | For fiscal years 2024, 2023, and 2022, this is the total compensation, as disclosed in the Summary Compensation Table above, for Mr. Ram Mukunda, our Principal Executive Officer (“PEO”). |
| (2) | For fiscal years 2024, 2023, and 2022, this is the total compensation, as disclosed in the Summary Compensation Table above, for Ms. Claudia Grimaldi, our non-PEO NEO. |
| (3) | Compensation Actually Paid is the Summary Compensation Table total for the PEO (column (b) above) and Summary Compensation Table total for the Non-PEO (column (d) above), as applicable, with the adjustments pursuant to Item 402(v)(2)(iii)(C) of Regulations S-K. |
| (4) | The Total Shareholder Return reflected in this column for each applicable fiscal year is calculated based on a fixed investment of $100 through the end of the applicable fiscal year on the same cumulative basis. . |
| FYE 2024 | FYE 2023 | FYE 2022 | FYE 2024 | FYE 2023 | FYE 2022 | |
|---|---|---|---|---|---|---|
| (in thousands) | PEO | PEO | PEO | Non-PEO | Non-PEO | Non-PEO |
| SCT Total Compensation | $1,821 | 1,006 | 5,547 | 717 | 320 | 761 |
| Subtract: Grant date fair value of equity awards granted during the covered year | (1,066) | (301) | (4,974) | (370) | (75) | (516) |
| Add: Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that were outstanding and unvested as of the end of the fiscal covered year; | 1,517 | 159 | 3,067 | 535 | 40 | 279 |
| Add: Change in fair value from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 158 | (1,804) | (3,055) | 10 | (129) | (250) |
| Add: Fair value as of the vesting date of awards that were granted and vested in the same year | 234 | 79 | 333 | 78 | 20 | 83 |
| Add: Change in fair value from the end of the prior fiscal year to the vesting date of awards granted in any prior fiscal year that vested in the covered fiscal year | 34 | (592) | - | 8 | (72) | - |
| Subtract: Fair value at the end of the prior fiscal year of awards granted in any prior fiscal year that failed to vest (forfeited) in the covered fiscal year | - | - | - | - | - | - |
| Add: Dollar amount of dividends or other earnings paid on equity awards in the covered fiscal year prior to the vesting date that are not included in total compensation for the covered fiscal year | - | - | - | - | - | - |
| Compensation Actually Paid | $2,699 | (1,453) | 918 | 979 | 103 | 358 |
| FYE2024 Form DEF 14A
Relationships Between Executive Compensation Actually Paid and the Company’s Financial and Operational Performance Measures
Our Board of Directors and Compensation Committee generally seek to align the interests of stockholders with our named executive officers by incentivizing long-term performance and through the use of short-term cash incentives. Therefore, we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year and the Compensation Committee did not consider this information in making its executive compensation decisions. Instead, our executives are paid based on the achievement of a set of predetermined corporate milestones, which are focused on driving long term stockholder value. Our executives are compensated at least annually with service-based restricted stock units or stock options to ensure that their interests are aligned with those of our stockholders. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay Versus Performance table.
Relationship Between Compensation Actually Paid and Operational Milestones
The Company does not look to net income (loss) as a performance measure for its executive compensation program and instead looks at operational metrics, such as drug development milestones, pipeline progress, R&D spend, regulatory compliance, intellectual property, partnerships, and collaborations, and general financial health of the Company. The compensation actually paid for both our PEO and non-PEO NEO increased between the 2023 fiscal year and Fiscal 2024.
The compensation actually paid to our named executive officers from Fiscal 2024 versus the 2023 fiscal year generally reflects cash bonuses and stock awards some of which vest based on milestones and others based on time. The milestones that were met in each of the fiscal years include, a) filing and removal of clinical hold on a new Phase 2 protocol, b) capital raise of $3 million. In addition, the Company decreased operating loss reflecting a diligent commitment to the financial health of the Company.
Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Part of the overall compensation is the stock price. In fiscal years 2024 and 2023, the metrics set by the Compensation Committee and the Board with respect to stock price were not met. The PEO and non-PEO were therefore compensated based on shareholder return or value of stock during the fiscal year in each of the 2024 and the 2023 fiscal year in the form of stock awards based on market-based milestones. These stock milestones are described under the Narrative to Summary Compensation Table section of this Proxy Statement.
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