Clene Inc.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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.
Dec 31, 2025 · Filed Apr 10, 2026
Contents
Pay Versus Performance
In accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are required to disclose certain information about the relationship between the compensation actually paid to our principal executive officer (“PEO”) and our other NEOs in comparison to certain performance measures of the Company. These disclosures are prescribed by the SEC and do not necessarily reflect value actually realized by our executives or align with how we or the Compensation Committee view the link between Company performance and executive compensation. The performance measures are not those used by the Compensation Committee when setting executive compensation.
| Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) | Net Loss (in thousands)(5) |
|---|---|---|---|---|---|---|
| 2025 | $933,394 | $957,870 | $648,538 | $658,953 | $29.35 | $(26,173) |
| 2024 | $1,367,727 | $1,771,799 | $919,593 | $1,138,902 | $26.55 | $(39,400) |
| 2023 | $1,706,605 | $663,354 | $1,185,840 | $490,886 | $29.66 | $(49,504) |
| (1) | The PEO was Mr. Etherington for all periods presented. The non-PEO NEOs were Mr. Mortenson and Mr. Brown in in all periods presented. |
| (2) | Represents total compensation reported for the PEO, or the average of the amounts reported for the non-PEO NEOs as a group, from the “Total” column of the Summary Compensation Table. |
| (3) | Represents the “compensation actually paid” to our PEO, or the average of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts reflect total compensation as set forth in the Summary Compensation Table, adjusted as follows: |
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |
| Summary Compensation Table - Total Compensation | $933,394 | $648,538 | $1,367,727 | $919,593 | $1,706,605 | $1,185,840 |
| Adjustments: | ||||||
| (–) Amounts reported as equity awards in the Summary Compensation Table for the fiscal year | (386,151) | (265,922) | (385,639) | (260,963) | (647,295) | (528,439) |
| (+) Fair value at fiscal year-end of outstanding and unvested equity awards granted in the fiscal year | 331,170 | 215,490 | 824,573 | 506,350 | 180,000 | 120,000 |
| (+) Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | 41,761 | 22,728 | (39,099) | (27,723) | (483,575) | (278,030) |
| (+) Fair value at vest date of equity awards granted and vested in the fiscal year | 109,595 | 86,252 | — | — | — | 48,400 |
| (+) Change in fair value of equity awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | (71,899) | (48,133) | 4,237 | 1,645 | (92,381) | (56,885) |
| (–) Fair value at the end of the prior fiscal year of equity awards that failed to meet vesting conditions in the fiscal year | — | — | — | — | — | — |
| (+) Dollar value of dividends or other earnings paid on equity awards not otherwise included in total compensation for the fiscal year | — | — | — | — | — | — |
| Compensation Actually Paid | $957,870 | $658,953 | $1,771,799 | $1,138,902 | $663,354 | $490,886 |
| (4) | Total Shareholder Return (“TSR”) is calculated by dividing the difference between the price of our Common Stock at the end and the beginning of the measurement period by the price of our Common Stock at the beginning of the measurement period. |
| (5) | Represents the amount of net income (loss) reflected in our audited financial statements. |
Description of Relationships Between Compensation Actually Paid and Performance
We do not utilize TSR as a performance measure in our executive compensation programs. However, as described under “—Employment Arrangements,” part of the compensation our executive officers are eligible to receive consists of annual performance-based cash bonuses that are designed to provide appropriate incentives to our executive officers based upon annual achievement as determined by our Board. Additionally, we view equity compensation, which is as an integral part of our executive compensation, as related to Company performance although not directly tied to TSR, because it provides value only if the market price of our Common Stock increases and if the executive officer continues in our employment over the vesting period, thereby aligning the interests of our executive officers with those of stockholders. The following graph shows the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs, and our TSR over the three most recently completed fiscal years.
Due to our status as a clinical-stage pharmaceutical company, we do not currently have meaningful sources of revenue and therefore we do not consider net loss as a performance measure for our executive compensation programs. Our net loss is primarily driven by expenses for research and development and general and administrative activities. The following graph shows the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our non-PEO NEOs, and our net loss over the three most recently completed fiscal years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.