In accordance with the SEC’s rules, the below table sets forth the following information for the fiscal years ended December 31, 2023, 2022 and 2021: (1) the total compensation paid to the Company’s principal executive officer, the CEO, and the non-CEO NEOs, as provided on the “Summary Compensation Table” provided in this Proxy Statement (and, as relates to the fiscal year ended December 31, 2021, the “Summary Compensation Table” provided in the Company’s 2023 Proxy Statement filed with the SEC on May 18, 2023 (the “2023 Proxy Statement”)); (2) the compensation “actually paid” to the CEO and the non-CEO NEOs, which reflects certain adjustments based on SEC rules and as described in the footnotes below; (3) the Company’s total stockholder return (“TSR”); and (4) the Company’s net loss. The “Summary Compensation Table” and the compensation actually paid amounts do not reflect the actual amounts of compensation earned by, or paid to, our NEOs during the applicable years, but rather are amounts determined in accordance with Item 401(v) of Regulation S-K. The Compensation Committee did not consider the pay-versus-performance disclosure when making its incentive compensation decisions for 2023. For information regarding the decisions made by the Compensation Committee with respect to compensation for 2023, please see the “Compensation Discussion & Analysis” provided elsewhere in this Proxy Statement.
| Fiscal Year | Summary Compensation Table Total - CEO(1) | Compensation “Actually Paid” Total - CEO(2) | Summary Compensation Table Total - Non-CEO NEO Average(3) | Compensation “Actually Paid” Total – Non-CEO NEOs(4) | NBY TSR(5) | Fiscal Year Net Loss (in thousands)(6) |
|---|
| 2023 | $364,146 | $358,857 | $190,840 | $189,734 | $0.84 | $(9,640) |
| 2022 | $364,954 | $111,489 | $259,285 | $108,806 | $7.99 | $(10,608) |
| 2021 | $795,521 | $490,901 | $528,704 | $422,207 | $54.03 | $(5,824) |
| (1) | Reflects compensation amounts reported in the “Summary Compensation Table” provided in this Proxy Statement and, as relates to the fiscal year ended December 31, 2021, the 2023 Proxy Statement for our CEO, Mr. Hall. |
| (2) | Compensation actually paid (as defined by SEC rules) to the CEO for each period presented reflects the amount set forth in column (1), adjusted as set forth below in the Reconciliation of Compensation Actually Paid Table. |
| (3) | Mr. Law, our Interim Chief Financial Officer, Dr. Kunin, our former Chief Product Officer, and Mr. Jones, our former Chief Financial Officer, were our non-CEO NEOs in fiscal year 2023. Dr. Kunin and Mr. Jones were our non-CEO NEOs in fiscal years 2022 and 2021. Mr. Law was appointed our Interim Chief Financial Officer effective February 16, 2023 after Mr. Jones resigned as Chief Financial Officer effective February 15, 2023. Since his resignation, Mr. Jones has continued to serve as a consultant to the Company pursuant to a consulting agreement. Dr. Kunin was appointed our Chief Product Officer effective November 5, 2021 and resigned effective November 5, 2023. Due to Dr. Kunin’s partial year of service in fiscal years 2023 and 2021, the 2023 and 2021 amounts represent a weighted-average based on the number of days she served. |
| (4) | Average compensation actually paid (as defined by SEC rules) to the Company’s NEOs (except the CEO) for each period presented reflects the amount set forth in column (3), adjusted as set forth below in the Reconciliation of Compensation Actually Paid Table. |
| (5) | Reflects the TSR of a $100 investment in the Company from the beginning of fiscal year 2022 through each of the fiscal years ended December 31, 2023, 2022 and 2021. The Company’s TSR includes share price depreciation, but does not include dividend reinvestment as the Company did not pay any dividends in the 2023, 2022 or 2021 fiscal years. |
| (6) | Reflects “Net loss” in the Company’s Consolidated Statements of Operations and Comprehensive Loss included in the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021. |
