NORTHWEST BIOTHERAPEUTICS INC
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 11. Executive Compensation
Compensation Discussion and Analysis
Overview
This Compensation Discussion and Analysis describes the compensation program for the Company’s principal executive and principal financial officer, and our three most highly compensated executive officers other than our principal executive and financial officer who were serving as executive officers as of December 31, 2024. We refer to these individuals as our “named executive officers” or “NEOs.”
For purposes of this executive compensation discussion, the names and positions of our named executive officers for the 2024 fiscal year were:
| ● | Linda F. Powers, President and Chief Executive Officer, Chief Financial and Accounting Officer; |
| ● | Leslie Goldman, Senior Vice President and General Counsel; and |
| ● | Marnix L. Bosch, Ph.D., Chief Technical Officer. |
Philosophy and Objectives
Our success is highly dependent on our ability to attract, engage and retain executive officers who possess the skills, competencies and passion that are consistent with our vision. To this end, our compensation program has been developed with the following overarching principles in mind:
| ● | the pay of our NEOs should balance incentivizing performance, building stockholder value and ensuring retention; |
| ● | our executive compensation program should enable us to recruit, develop, motivate and retain top talent. |
Periodically, the Compensation Committee reviews the objectives and components of our executive compensation program to assess whether they continue to align with these principles.
Risk Management and Mitigation
The Compensation Committee also considers whether our compensation policies and practices could affect our risk profile and whether such compensation policies and practices could potentially encourage excessive risk taking by our employees. In considering these issues, the Compensation Committee has not found that our compensation policies and other policies generally raised undue risks for the Company or potentially could encourage excessive risk taking by our employees.
Elements of 2024 Compensation
Base Salary
Base salary is the fixed portion of an executive’s annual compensation. The Compensation Committee does not use a formulaic approach when setting an executive officer’s base salary. The Committee considers the nature and responsibility of the NEO’s position and, where applicable, the executive’s performance of multiple roles that would typically be held by separate executives (with separate compensation) at other companies. The Committee takes account of the NEOs’ compensation history, and that payment of bonuses has tended to be substantially delayed. The Committee also considers the Company’s progress and management’s recommendations about compensation.
The Compensation Committee typically reviews base salaries on an annual basis. The Committee deliberates and reaches recommendations and decisions without management present.
For 2024, the Compensation Committee and Board did not make any increase in the base salaries of the NEOs.
Annual Bonus Awards
Our NEOs are eligible to receive an annual bonus in respect of their individual performance and the performance of the Company. The Company determines Annual Bonus Awards based upon progress achieved in the Company’s programs (including clinical development, manufacturing, intellectual property and finances) and progress toward potential eventual commercialization, as well as the individual’s roles and contributions toward the progress. The performance and progress achieved during a given year are evaluated after the end of that calendar year, and bonuses for the given year are determined based upon that evaluation
For 2024, the Compensation Committee and Board have not yet determined bonuses for the NEOs. They plan to do so in due course.
Equity Awards
The Company did not make any equity compensation awards to the NEOs in 2024. The Company has made no equity awards to NEOs since option awards were last granted in 2020.
Overall in the 14 years since 2011, the Company has only made equity awards in 2018 and 2020 to two of its NEOs (Ms. Powers and Mr. Goldman), and has only made equity awards to the other NEO (Dr. Bosch) in 2012, 2017 and 2020 in these 14 years.
The equity pool reserved for employees and directors established under the Company’s Equity Compensation Plan remains in place. The pool includes 20% of the Company’s securities, some of which have been issued to employees and directors and some of which remain available in the pool. The Company has been advised by an independent compensation consultant that it is not uncommon for pre-commercial biotech companies to set aside 15-20% of their equity in a pool for employees and directors.
Other Compensation Plans
401(k) Plan. The NEOs are eligible to participate in employee benefit plans and programs, including long-term disability, to the same extent as the Company’s other full-time employees, subject to the terms and eligibility requirements of those plans. The NEOs are also eligible to participate in our 401(k) plan, subject to limits imposed by the Internal Revenue Code, to the same extent as the Company’s other full-time employees.
Other Benefits. We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.
Limited Perquisites*.* Perquisites or other personal benefits are not a significant component of the compensation to our NEOs. We provide only limited perquisites to our NEOs, such as coverage of phone and internet costs.
Employment Agreements. The Company entered into employment agreements with each of Ms. Powers, Mr. Goldman and Dr. Bosch in 2011. The 2011 agreements have expired. The Company entered into a new employment agreement with Dr. Bosch, which is currently in effect. The Company plans to enter into new employment agreements with Ms. Powers and Mr. Goldman in due course.
Process for Setting Executive Compensation
Compensation Committee Review
Our Compensation Committee reviews the elements of our NEOs’ total compensation during the year, as described above. An external compensation consultant has been engaged. In making compensation decisions, the Committee may rely upon advice from the compensation consultant as well as its own judgment after reviewing relevant information.
The Compensation Committee does not use a formulaic approach when setting a NEO’s base salary. The Committee considers various factors, including the nature and responsibility of the NEO’s position; where applicable, the executive’s performance of multiple roles that would typically be held by separate executives (with separate compensation) at other companies; the executive’s performance; and the Company’s progress. The Committee takes account of the NEO’s compensation history, and the fact that payment of bonuses has tended to be substantially delayed. The Committee also considers management’s recommendations about compensation.
The Compensation Committee typically reviews base salaries on an annual basis. The Committee deliberates and reaches recommendations and decisions without management present. However, at the Committee’s request, the CEO may review with the Committee the performance of the other executive officers. Our Compensation Committee gives substantial weight to the CEO’s evaluations and recommendations because she is particularly able to assess the other executive officers’ performance and contributions.
Independent Compensation Consultant
The evaluations and analyses for the 2024 base salaries for the Company’s NEOs were done internally, and not by a compensation consultant. However, a compensation consultant has been engaged to assist in the compensation process going forward.
Compensation Committee Report
The compensation committee has reviewed and discussed the compensation discussion and analysis included in this Annual Report on Form 10-K with management and, based on such review and discussions, the compensation committee recommended to our board of directors that the compensation discussion and analysis be included in the Company’s Annual Report on Form 10-K for filing with the SEC.
The foregoing report has been furnished by the Compensation Committee.
Dr. Navid Malik (Chairperson)
Cofer Black
Pat Sarma
Summary Compensation Table
The following table sets forth certain information concerning compensation paid to or accrued for our executive officers, referred to as our Named Executive Officers (NEOs), during the years ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Option · · | ||||||||||||||
| · · · · Salary · · Bonus · · Awards · · Total | ||||||||||||||
| Name and Principal Position | Year | ($) | ($) (1) | ($) | ($) | |||||||||
| | | | | | | | | | | | | | | |
| Linda F. Powers | 2024 | | $925,000 | | $— | | $— | | $925,000 | |||||
| Chairperson, President & Chief Executive Officer | 2023 | | $925,000 | | $300,000 | (2) | $— | | $1,225,000 | |||||
| | | | | | | | | | | | | | | |
| Leslie Goldman | 2024 | | $725,000 | | $— | | $— | | $725,000 | |||||
| Senior Vice President and General Counsel | 2023 | | $725,000 | | $250,000 | (3) | $— | | $975,000 | |||||
| | | | | | | | | | | | | | | |
| Marnix L. Bosch, Ph.D. | 2024 | | $453,600 | | $— | | $— | | $453,600 | |||||
| Chief Technical Officer | 2023 | | $453,600 | | $180,000 | (4) | $— | | $633,600 | |||||
| (1) | The Company plans to award performance bonuses for NEOs for 2024, but these bonuses have not yet been determined. |
| (2) | This 2023 bonus has been approved but has not been paid to date. |
| (3) | This 2023 bonus has been approved but has not been paid to date. |
| (4) | Dr. Bosch was relocated to our subsidiary in Netherlands effective August 1, 2019. His current annual salary is 420,000 euros, which is equivalent to approximately $454,000. Dr. Bosch’s compensation is paid in Euros and therefore varies based on the exchange rate. The compensation amounts paid to Dr. Bosch presented in the table above are determined by multiplying the amount of euros paid by the average exchange rate of $1.08 per euro for both fiscal 2024 and 2023. The 2023 bonus for Dr. Bosch has been approved but only a portion of it ($110,000) has been paid to date. |
Outstanding Equity Awards at Fiscal Year-End
The following table shows outstanding stock option awards classified as exercisable and un-exercisable as of December 31, 2024:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | Securities Underlying Unexercised Option Awards | ||||||||
| · · Number of · · Number of · · Option · · | |||||||||
| · · Unexercised · · Unexercised · · Exercise · · Option | |||||||||
| · · Options (#) · · Options · · Price · · Expiration | |||||||||
| Name and Principal Position · · Exercisable (1) · (#) Unexercisable · ($) · Date | |||||||||
| | | | | | | | | | |
| Linda F. Powers | | 39,200,000 | (2) | — | | $0.23 | | 5/28/2028 | |
| Chairperson, President & Chief Executive Officer, | | 10,770,429 | (3) | — | | $0.35 | | 7/2/2030 | |
| Chief Financial and Accounting Officer | 32,558,724 | (3) | — | | $0.35 | 12/1/2030 | |||
| | 11,789,879 | (4) | — | | $0.55 | 9/2/2030 | |||
| | | | | | | | | | |
| Leslie Goldman | 24,500,000 | (5) | — | | $0.23 | 5/28/2028 | |||
| Senior Vice President and General Counsel | 6,731,518 | (6) | — | | $0.35 | 7/2/2030 | |||
| | 21,822,937 | (6) | — | | $0.35 | 12/1/2030 | |||
| | 5,894,939 | (7) | — | | $0.55 | 9/2/2030 | |||
| | | | | | | | | | |
| Marnix Bosch | 7,740,182 | (8) | — | | $0.25 | 6/13/2027 | |||
| Chief Technical Officer | 10,798,729 | (9) | — | | $0.35 | 7/2/2030 | |||
| | 16,630,726 | (10) | — | | $0.35 | 12/1/2030 | |||
| (1) | Ms. Powers and Mr. Goldman are subject to a voluntary blocking agreement under which they cannot exercise any options, warrants or other derivative securities unless they provide the Company at least 61 days’ advance notice. |
| (2) | On May 28, 2018, we granted 39,200,000 stock options to Ms. Powers for service during a number of years. The options are exercisable at a price of $0.23 per share, and have a 10-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments. Following entry into previous securities suspension agreements in 2021, Ms. Powers entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities unless Ms. Powers provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| (3) | On July 2, 2020, we granted 10,770,429 stock options to Ms. Powers for service during several years. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. Following entry into previous securities suspension agreements, in 2021 Ms. Powers entered into a voluntary blocking agreement with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, unless Ms. Powers provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
On July 2, 2020, we granted 32,558,724 stock options to Ms. Powers for service during several years. These options were subject to certain vesting requirements which have been fulfilled. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. Following entry into previous securities suspension agreements, in 2021, Ms. Powers entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, unless Ms. Powers provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
| (4) | On September 2, 2020, we granted 11,789,879 stock options to Ms. Powers for service during several years. These options were subject to certain vesting requirements, which have been fulfilled. The options are exercisable at a price of $0.55 per share, and have a 10-year exercise period. Following entry into previous securities suspension agreements, in 2021, Ms. Powers entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, unless Ms. Powers provides the Company at least 61 days’ advance notice. As |
a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
| (5) | On May 28, 2018, we granted 24,500,000 stock options to Mr. Goldman for service during a number of years. The options are exercisable at a price of $0.23 per share, and have a 10-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments thereafter. Following entry into previous securities suspension agreements, in 2021, Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, unless Mr. Goldman provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
| (6) | On July 2, 2020, we granted 6,731,518 stock options to Mr. Goldman for service during several years. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. Following entry into previous securities suspension agreements, in 2021 Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, unless Mr. Goldman provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended. |
On July 2, 2020, we granted 21,822,937 stock options to Mr. Goldman for service during several years. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options are subject to certain vesting requirements. Following entry into previous securities suspension agreements, in 2021 Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company at least 61 days’ advance notice. As a result, such derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
On January 14, 2021, Mr. Goldman assigned 20,000,000 options that were granted on July 2, 2020 to The Goldman NWBIO GRAT Trust for no consideration. On April 28, 2022, Sue Goldman, Trustee of The Goldman NWBIO GRAT Trust transferred 12,709,287 options to Mr. Goldman in satisfaction of the first annuity amount due to Mr. Goldman. As of December 31, 2022, 7,290,713 options were remaining in The Goldman NWBIO GRAT Trust.
| (7) | On September 2, 2020, we granted 5,894,939 stock options to Mr. Goldman for service during several years. These options were subject to certain vesting requirements, which have been fulfilled. The options are exercisable at a price of $0.55 per share, and have a 10-year exercise period. Following entry into previous securities suspension agreements, in 2021 Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, unless Mr. Goldman provides the Company at least 61 days’ advance notice. |
| (8) | On June 13, 2017, we awarded 7,940,182 options to Dr. Bosch under the 2007 Stock Plan for service during several years. The options are exercisable at a price of $0.25 per share, and had a 5-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments. On January 14, 2018, we extended the exercise period of the options from 5-year to 10-year. In 2021, Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other terms of such securities. The suspension agreement covered 20,429,456 options. The suspension agreement expired on January 12, 2023. |
On March 29, 2023, Dr. Bosch cashless exercised 200,000 options.
| (9) | On July 2, 2020, we granted 10,798,729 stock options to Dr. Bosch for service during several years. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other terms of such securities. The suspension agreement expired on January 12, 2023. Dr. Bosch received no consideration for entry into such arrangement. |
| (10) | On July 2, 2020, we granted 16,630,726 stock options to Dr. Bosch for service during several years. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. 50% of these options were vested on the grant date, with the remainder vesting in monthly installments over one year. Dr. Bosch entered into a securities suspension agreement with the Company that (i) |
suspended the exercisability of 13,165,992 of the vested options and (ii) made no changes to the other terms of such securities. The suspension agreement expired on January 12, 2023. Dr. Bosch received no consideration for entry into such arrangement.
Option Exercises and Stock Vested
No options were vested during 2024 for any of our Named Executive Officers, and none were exercised by our Named Executive Officers.
Potential Payments on Termination or Change in Control
The Company does not currently have any arrangements that would trigger payments upon termination of a NEO or upon a change in control of the Company. However, the Company plans to enter into employment agreements with Ms. Powers and Mr. Goldman in due course which may contain such arrangements.
CEO Pay Ratio Disclosure
We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Based on the information for fiscal year 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee (including three full-time contractors) was 5.7:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below.
We identified the median employee by examining the 2024 annual base salary compensation for all individuals, excluding our CEO. We identified our median compensation employee by examining total compensation paid for fiscal year 2024 to all individuals, excluding Ms. Powers, who were employed by us on December 31, 2024, the last day of our fiscal year based on payroll records. No assumptions, adjustments or estimates were made in respect of total compensation, except that we annualized the compensation of any employee that was not employed with us for all of fiscal year 2024.
Once we identified our median employee, we calculated such employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $162,000. The median employee’s annual total compensation includes annualized base salary during the fiscal year ended December 31, 2024. We calculated the compensation for personnel in the UK and Canada using the applicable average currency exchange rates of $1.30 per GBP and $0.74 per CAD for fiscal year 2024.
With respect to the CEO, we used the amount reported as total compensation in the Summary Compensation Table included in this annual report on Form 10-K. Any estimates and assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “Other NEOs”) as presented in the Summary Compensation Table, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.
Pay Versus Performance Table
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation
actually paid” is required by the SEC’s rules, and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below.
In calculating the compensation actually paid amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. During fiscal years 2024, 2023 and 2022, the PEO was Linda Powers, and the non-PEO NEOs were Les Goldman and Marnix Bosch.
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · Value of Initial · · | ||||||||||||
| · · · · · · · · Average Summary · · · · · Fixed $100 · · · | ||||||||||||
| · · Summary · · · · · Compensation · · Average · · Investment Based · · · | ||||||||||||
| · · Compensation · · Compensation · · Table Total for · · Compensation · · On Total · · · | ||||||||||||
| | | Table Total for | | Actually Paid to | | Non-PEO | | Actually Paid to | | Shareholder | | Net Loss |
| Year | | PEO | | PEO (1) | | NEOs | | Non-PEO NEOs (2) | | Return (3) | | (in thousands) |
| 2024 | | $925,000 | | $925,000 | | $589,000 | | $589,000 | | $39 | | $(83,778) |
| 2023 | | $1,225,000 | | $1,225,000 | | $804,000 | | $804,000 | | $100 | | $(62,599) |
| 2022 | | $1,100,000 | | $1,100,000 | | $711,000 | | $711,000 | | $111 | | $(105,032) |
| (1) | The amounts listed as “compensation actually paid” have not, in fact, all been actually paid. The amounts listed include the PEO bonuses for 2023 totaling $300,000 that have been approved but have not been paid. |
The following table sets forth the adjustments made to the SCT total for each year represented in the pay versus performance table to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| SCT Total to CAP Reconciliation · 2024 · 2023 · 2022 | ||||||
| SCT Total for PEO | | $925,000 | | $1,225,000 | | $1,100,000 |
| (Less): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | | — | | — | | — |
| Outstanding and unvested awards: | | | | |||
| Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | | — | | — | | — |
| Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | | — | | — | | — |
| Awards granted and vesting in the same year: | | | | |||
| Add: Vesting date fair value of awards granted and vested during the covered fiscal year | | — | | — | | — |
| Awards vesting in current fiscal year but granted in prior fiscal year: | | | | |||
| Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | | — | | — | | — |
| Compensation Actually Paid to PEO | | $925,000 | | $1,225,000 | | $1,100,000 |
| (2) | The amounts listed as “compensation actually paid” have not, in fact, all been actually paid. The amounts listed include the NEO bonuses for 2023 totaling $320,000 for Mr. Goldman and Dr. Bosch that have been approved but have not been paid. |
The following table sets forth the adjustments made to the SCT total for each year represented in the pay versus performance table to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| SCT Total to CAP Reconciliation · 2024 · 2023 · 2022 | ||||||
| Average SCT Total for Non-PEO NEOs | | $589,000 | | $804,000 | | $711,000 |
| (Less): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | | — | | — | | — |
| Outstanding and unvested awards: | | | | |||
| Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | | — | | — | | — |
| Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | | — | | — | | — |
| Awards granted and vesting in the same year: | | | | |||
| Add: Vesting date fair value of awards granted and vested during the covered fiscal year | | — | | — | | — |
| Awards vesting in current fiscal year but granted in prior fiscal year: | | | | |||
| Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | | — | | — | | — |
| Compensation Actually Paid to Non-PEO NEOs | | $589,000 | | $804,000 | | $711,000 |
| (3) | The amounts reported represent the Total Shareholder Return for each applicable year calculated based on a fixed investment of $100 in the Company for the period starting December 31, 2021, through the end of the listed year on the same cumulative basis as is used in Item 201(e) of Regulation S-K. Historical stock performance is not necessarily indicative of future stock performance. |
Relationship Between CAP Amounts and Performance Measures
The following charts show graphically the relationships over the past two years of the CAP Amounts for the PEO and the Other NEOs as compared to our (i) cumulative total shareholder return and (ii) net loss.
While the Compensation Committee makes executive compensation decisions in consideration of a variety of factors, including corporate and individual performance, the decisions of the Compensation Committee and Board of Directors in 2024, 2023 and 2022 were made independently of these.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Company does not have any formal policy that requires the Company to grant, or avoid granting, stock options at particular times. The timing of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date), and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
During the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the Securities and Exchange Commission.
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid or accrued to our non-executive directors during the years ended December 31, 2024 and 2023.
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fees Earned · · · | |||||||||||
| · · · · or · · Option · · | |||||||||||
| · · · · Paid in Cash · · Awards · · Total | |||||||||||
| Name · Year · ($) · ($) · ($) | |||||||||||
| Dr. Navid Malik | 2024 | | $150,000 | | $— | | $150,000 | ||||
| | 2023 | | $150,000 | | $— | | $150,000 | ||||
| | | | | | | | | | | | |
| J. Cofer Black | 2024 | | $150,000 | | $— | | $150,000 | ||||
| | 2023 | | $150,000 | | $— | | $150,000 | ||||
| | | | | | | | | | | | |
| Pat Sarma (1) | 2024 | | $118,145 | | $— | | $118,145 | ||||
| | | | | | | | | | | | |
| Jerry Jasinowski | 2024 | | $28,226 | | $— | | $28,226 | ||||
| | 2023 | | $150,000 | | $— | | $150,000 | ||||
| (1) | Mr. Sarma’s compensation in the above table reflects a partial year of service. He was appointed to the Board as a non-executive director in March 2024, following Mr. Jasinowski’s retirement for medical reasons. As a non-executive director Mr. Sarma is entitled to receive compensation on the same basis as the Company’s other non-executive directors. |
The non-executive independent directors were compensated on a monthly basis $12,500 ($150,000 annually) for their consistent availability on short notice, participation in the frequent meetings of the board of directors, leadership of at least one board committee, participation on multiple committees of the Board, commitment to corporate governance initiatives, and frequent consultations with management on operational matters. The Company owed Mr. Jasinowski $178,226 as of December 31, 2024.
Ms. Powers and Dr. Boynton are executives of the Company and do not receive separate compensation for their services as a Director.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.