NRX Pharmaceuticals, Inc.
For the period ended Oct 8, 2024. Filed Sep 5, 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.
Oct 8, 2024 · Filed Sep 5, 2024
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Contents
Pay Versus Performance Table
The following table shows the past three fiscal years’ total compensation for our Named Executive Officers as set forth in the Summary Compensation Table (“SCT”), the CAP to our Named Executive Officers (as determined pursuant to SEC rules), our total stockholder return (“TSR”), and our net loss. We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies.
SEC rules require certain adjustments be made to the SCT totals to determine CAP as reported in the pay versus performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable Named Executive Officer without restriction, but rather is a valuation calculated under applicable SEC rules. The methodology for calculating CAP as required by Item 402(v) of Regulation S-K takes into account, among others, changes in share price and its impact on the fair value of equity awards.
| Year · SCT Total for PEO 1(1) · SCT Total for PEO 2(2) · SCT Total for PEO 3(2) · CAP to PEO 1(4) · CAP to PEO 2(4) · CAP to PEO 3(4) · Average SCT Total for Non-PEO NEOs(5) · Average CAP to Non-PEO NEOs(6) · Value of initial fixed $100 investment based on TSR(7) · Net Income (Loss) ($000) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $500,000 | $ | - | $ | - | $500,000 | $ | - | $ | - | $428,885 | $450,385 | $18.85 | $(30,150) | ||
| 2022 | $799,871 | $651,226 | $873,696 | $1,343,871 | $525,226 | $873,696 | $622,128 | $486,159 | $19.59 | $(39,754) | ||||||
| 2021 | $ | N/A | $264,000 | $377,287 | $ | N/A | $264,000 | $377,287 | $1,174,786 | $846,723 | $23.22 | $(93,063) | ||||
| (1) | Represents to total compensation reported for Stephen Willard. Mr. Willard has served as our Chief Executive Officer since July 11, 2022. |
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| (2) | Represents to total compensation reported for Robert Besthof. Mr. Besthof served as our Interim Chief Executive Officer from March 8, 2022 until July 11, 2022. Prior to such date, Mr. Besthof served as Head of Operations and Chief Commercial Officer. Following Mr. Willard’s appointment as Chief Executive Officer on July 12, 2022, Mr. Besthof resumed his role as Head of Operations and Chief Commercial Officer. Mr. Besthof resigned as Head of Operations and Chief Commercial Officer on February 16, 2023, effective as of April 30, 2023. |
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| (3) | Represents to total compensation reported for Jonathan Javitt. Mr. Javitt served as our Chief Executive Officer until March 8, 2022. As of March 8, 2022, Mr. Javitt assumed the role of Chief Scientist and remained as a director on the Board. |
| (4) | The dollar amounts reported represent the amount of CAP as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for each PEO during the applicable year, but also include the year-end value of equity awards granted during the reported year. See Table below for further information. |
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| (5) | The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs (“NON-PEO NEOs”). For fiscal year 2023, our NON-PEO NEOS were Richard Narido. For fiscal year 2022, our NON-PEO NEOS were Seth Van Voorhees, Riccardo Panicucci, Ira Strassberg, and Alessandra Daigneault. For fiscal year 2021, our NON-PEO NEO was Ms. Daigneault. [Dr. Van Voorhees served as our Chief Financial Officer and Treasurer from June 13, 2022 until September 30, 2023. Mr. Panicucci serves as our CMC and Technical Operations Advisor. Mr. Strassberg served as our Chief Financial Officer and Treasurer until July 7, 2022. Ms. Daigneault served as our Chief Corporate Officer, General Counsel and Secretary until July 22, 2022. |
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| (6) | The dollar amounts reported represent the average amount of CAP, as computed in accordance with SEC rules, for our NEOs, other than our PEOs. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs, in the SCT for fiscal years 2023, 2022 and 2021, but also include the year-end value of equity awards granted during the reported year. See Table below for further information. |
| (7) | Assumes an investment of $100 for the period starting on December 31, 2020 through the end of the listed fiscal year. The closing prices of the Company’s Common Stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $24.40 on December 31, 2020; (ii) $4.78 on December 31, 2021; (iii) $1.11 on December 30, 2022; and (iv) $4.60 on December 31, 2023. |
The table below summarizes the adjustments to the total amount reported in the SCT for PEO 1 in calculating CAP:
| Year | SCT Total for PEO 1 | Reported Value of Equity Awards for PEO 1(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | CAP to PEO 1 |
|---|---|---|---|---|---|---|---|
| 2023 | $500,000 | - | - | $(433,329) | - | $(216,671) | $(150,000) |
| 2022 | $799,871 | $(566,000) | $1,110,000 | — | — | — | $1,343,871 |
(1) Represents the grant date fair value of the equity awards to PEO 1, as reported in the SCT.
The table below summarizes the adjustments to the total amount reported in the SCT for PEO 2 in calculating CAP:
| Year | SCT Total for PEO 2 | Reported Value of Equity Awards for PEO 2(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | CAP to PEO 2 |
|---|---|---|---|---|---|---|---|
| 2023 · - · - · - · - · - · - | |||||||
| 2022 | $651,226 | $(195,000) | $69,000 | — | — | — | $525,226 |
| 2021 | $264,000 | — | — | — | — | — | $264,000 |
(1) Represents the grant date fair value of the equity awards to PEO 2, as reported in the SCT.
The table below summarizes the adjustments to the total amount reported in the SCT for PEO 3 in calculating CAP:
| Year | SCT Total for PEO 3 | Reported Value of Equity Awards for PEO 3(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | CAP to PEO 3 |
|---|---|---|---|---|---|---|---|
| 2023 · - · - · - · - · - · - | |||||||
| 2022 | $873,696 | — | — | — | — | — | $873,696 |
| 2021 | $377,287 | — | — | — | — | — | $377,287 |
(1) Represents the grant date fair value of the equity awards to PEO 3, as reported in the SCT.
The table below summarizes the adjustments to the average of the total amount reported in the SCT for our NEOs other than our PEOs in calculating CAP:
| Year | Average SCT Total for Non-PEO NEOs | Average Reported Value of Equity Awards for Non-PEO NEOs(1) | Average Fair Value as of Year End for Unvested Awards Granted During the Year | Average Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Average Fair Value of Awards Granted and Vested During the Year | Average Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Average CAP to Non- PEO NEOs |
|---|---|---|---|---|---|---|---|
| 2023 | $857,770 | - | $43,000 | $900,770 | |||
| 2022 | $622,128 | $(283,938) | $147,969 | — | — | — | $486,159 |
| 2021 | $1,174,786 | $(877,306) | $549,242 | — | — | — | $846,723 |
| (1) | Represents the grant date fair value of the equity awards to our NEOs other than our PEOs, as reported in the SCT. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.