Pulse Biosciences Inc
For the period ended Jun 6, 2024. Filed Apr 23, 2024.
View on SEC.govAbout this filing
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.
Jun 6, 2024 · Filed Apr 23, 2024
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 401(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance information presented in this section when making its compensation decisions for either of the years shown. For further information about how we align executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis, above. The amounts in the tables below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.
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The following table sets forth the compensation for our principal executive officers (our “PEOs”) and the average compensation for certain of our other NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid (“CAP”), as defined under the SEC rules. The table also provides information with respect to Cumulative Total Shareholder Return (“TSR”) and Net Income.
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Summary Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | Net Loss (in thousands) |
|---|---|---|---|---|---|---|
| Total Shareholder Return (3) | ||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (h) |
| 2023 | $12,949,040 | $(1,279,489) | $3,779,506 | $2,946,661 | $51.30 | $(42,210) |
| 2022 | $1,005,904 | $(766,432) | $1,052,964 | $(837,429) | $11.61 | $(58,505) |
| 2021 | $2,286,036 | $1,312,304 | $1,062,416 | $765,510 | $62.07 | $(63,660) |
| (1) | Mr. Kevin Danahy, our Chief Executive Officer, was our PEO for 2023. Our non-PEO NEOs for 2023 were Mr. Darrin Uecker, our Chief Technology Officer, and Mr. Mitchell Levinson, our Chief Strategy Officer. Mr. Darrin Uecker was our PEO through September 20, 2022, upon which Mr. Kevin Danahy assumed the role subsequent to his appointment as CEO. Our non-PEO NEO for 2021 was Mr. Mitchell Levinson, and for 2022 it was Messrs. Levinson, Danahy, our Chief Commercial Officer until his appointment as our Chief Executive Officer, and Uecker. The total compensation of Messrs. Danahy and Uecker were pro-rated for their respective periods serving as non-PEO NEO. |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEOs and non-PEO NEOs. The amounts reflect the Summary Compensation Table with certain adjustments as detailed in the table below. |
| 2023 · 2022 · 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| PEO · Non-PEO NEO · PEO · Non-PEO NEO · PEO · Non-PEO NEO | ||||||||
| Summary Compensation Table ("SCT") Total | $5,864,450 | $3,542,295 | $1,005,904 | $1,052,964 | $2,286,036 | $1,062,416 | ||
| (Subtract): Aggregate value for stock awards and option awards included in SCT amounts for the covered fiscal year | $(5,029,724) | $(2,832,649) | $(519,615) | $(1,392,400) | $(1,774,614) | $(930,748) | ||
| 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 | $4,032,260 | $2,267,040 | $999,900 | $415,914 | $954,621 | $633,842 | ||
| (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $(4,878,900) | $(132,033) | $— | $(842,516) | $— | $— | ||
| Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $150,324 | $— | $— | $— | $— | ||
| (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(157,125) | $(24,246) | $(94,673) | $(71,392) | $(153,739) | $— | ||
| (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $(1,110,450) | $(24,069) | $(2,157,948) | $ | - | $ | - | $— |
| $(1,279,489) | $2,946,661 | $(766,432) | $(837,429) | $1,312,304 | $765,510 | |||
| (3) | Total Shareholder Return assumes $100 was invested in our Common Shares on December 31, 2020. |
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