TG THERAPEUTICS, INC.
For the period ended Jun 11, 2026. Filed Apr 30, 2026.
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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.
Jun 11, 2026 · Filed Apr 30, 2026
Contents
Pay Versus Performance
Background
Item 402(v) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive “compensation actually paid” (CAP) and our performance against several specific financial metrics. We have included the table and disclosure below in accordance with the final rule, which became effective on October 11, 2023. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2025 and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE TABLE
| Value of Initial Fixed | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $100 Investment Based | ||||||||||||||
| On: | ||||||||||||||
| Average | ||||||||||||||
| Summary · Average · Peer Group · Net · Company | ||||||||||||||
| Summary · Compensation · Compensation · Company · Total · Income · Selected | ||||||||||||||
| Compensation · Compensation · Table Total for · Actually Paid · Total · Shareholder · (Loss) · Financial | ||||||||||||||
| Table Total for · Actually Paid to · Non-PEO · to Non-PEO · Shareholder · Return · (in · Measure: Revenue | ||||||||||||||
| Year | PEO ($)(1) | PEO ($)(2) | NEOs ($)(3) | NEOs ($)(4) | Return ($)(5) | ($)(6) | millions) ($) | (in millions) ($) | ||||||
| 2025 | 25,571,250 | 28,297,709 | 3,768,375 | 3,407,238 | 57 | 120 | 447.2 | 616.3 | ||||||
| 2024 | 18,752,897 | 91,737,003 | 2,254,350 | 3,933,225 | 58 | 91 | 23.4 | 329 | ||||||
| 2023 | 18,467,509 | 41,175,772 | 1,867,378 | 5,216,516 | 33 | 92 | 12.7 | 233.7 | ||||||
| 2022 | 10,435,150 | (42,942,247) | 1,965,900 | 1,548,350 | 23 | 89 | (198.3) | 2.8 | ||||||
| 2021 | 42,666,831 | (114,073,313) | 1,509,360 | (9,794,803) | 37 | 99 | (348.1) | 6.7 | ||||||
| (1) | Amounts represent amounts reported for the Company’s principal executive officer (PEO), Mr. Weiss, in the “Total” column of the Summary Compensation Table (SCT) in each applicable year. |
| (2) | Amounts represent Compensation Actually Paid (CAP) to the PEO, Mr. Weiss, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Weiss during the applicable year. As required by the rules of the Commission, the CAP amount for each year is determined by deducting from the SCT total compensation for the relevant year the amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT and adding (or subtracting, as applicable) the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for Mr. Weiss are as follows: |
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT | (23,550,000) | (16,781,959) | (16,498,750) | (8,466,400) | (40,593,721) |
| Fair value of awards granted during year that remain outstanding and unvested as of year-end | 20,205,000 | 29,315,828 | 16,498,750 | 16,454,000 | 21,606,116 |
| Fair value of awards granted during year that vest during year | - | - | - | - | - |
| Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | 1,521,660 | 58,969,947 | 22,708,263 | (19,310,194) | (137,752,539) |
| Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year | 4,549,799 | 1,480,290 | - | (42,054,803) | - |
| Fair value of awards granted in prior years that were forfeited during year | - | - | - | - | - |
| Incremental fair value of awards modified during year | - | - | - | - | - |
| Total | 2,726,459 | 72,984,106 | 22,708,263 | (53,377,397) | (156,740,144) |
| (3) | Amounts represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The sole non-CEO NEO during these years was Mr. Power. |
| (4) | Amounts represent CAP to the sole non-PEO NEO, Mr. Power, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Power during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total compensation for each year to determine the CAP for Mr. Power, using the same methodology as described above in footnote 2: |
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT | (2,919,875) | (1,473,750) | (1,196,800) | (1,313,300) | (939,000) |
| Fair value of awards granted during year that remain outstanding and unvested as of year-end | 2,608,375 | 2,257,500 | 1,451,800 | 1,708,250 | 475,000 |
| Fair value of awards granted during year that vest during year | - | - | - | 477,000 | - |
| Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end | (28,638) | 895,125 | 843,438 | (1,289,500) | (10,792,200) |
| Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year | - | - | 2,201,500 | - | (47,963) |
| Fair value of awards granted in prior years that were forfeited during year | - | - | 49,200 | - | - |
| Incremental fair value of awards modified during year | - | - | - | - | - |
| Total | (340,138) | 1,678,875 | 3,349,138 | (417,550) | (11,304,163) |
| (5) | Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. |
| (6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Biotechnology Index. |
Pay Versus Performance Tabular List
We believe the following financial performance measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the year ended December 31, 2025:
| ● | Revenue |
The list only includes one financial measure, revenue, because that is the only financial performance measure used in 2025. In our “Compensation Discussion and Analysis” above, we described how our executive compensation programs are effective at incentivizing and retaining our executives and closely aligning the interests of our senior management team with those of our shareholders.
Pay Versus Performance Relationship Disclosures
Compensation Actually Paid and Cumulative Total Shareholder Return
The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our cumulative total stockholder return for the years ended December 31, 2025, 2024, 2023, 2022, and 2021. Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2020.
Compensation Actually Paid and Net Income (Loss)
The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our net income (loss) for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.
Compensation Actually Paid and Company Selected Financial Measure
The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our Company selected financial measure, revenue, for the years ended December 31, 2025, 2024, 2023, 2022, and 2021.
DIRECTOR COMPENSATION
Our director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Under our non-employee director compensation program, we pay our non-employee directors a cash retainer (paid quarterly) for service on the Board and separately for service on each committee on which the director is a member. The lead independent director and the chairman of each committee receive additional retainers for such service. Each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our Board and Board committees.
In 2025, our Compensation Committee reviewed a report of the Compensation Consultant on non-executive director compensation, which included benchmarking relative to the 2025 Peer Group utilized for NEO compensation. In an effort to attract, motivate, and retain high-performing and diverse non-executive director talent, and to align their interests with those of our shareholders, the Compensation Committee decided to maintain overall cash compensation levels for 2025-2026 at amounts similar to the prior year. Minor increases were made to the retainer fees for the Audit Committee Chairman, Compensation Committee Chairman, and Compensation Committee members to better align those roles with the 2025 Peer Group. In addition, as part of the Compensation Committee’s review and consultation with the independent Compensation Consultant, it was determined that annual equity grants for directors would be awarded on a dollar-denominated basis, which the Compensation Committee believes provides a consistent and transparent approach to equity compensation and aligns with prevailing market practice.
The Compensation Committee also considers the size of the Company’s Board in evaluating director compensation. The Company maintains a smaller board than many of its peers, and as a result, the aggregate cost of director compensation is below that of many similarly situated companies, while still providing competitive compensation to attract and retain qualified directors.
Fees paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:
| Member Annual Retainer | Lead Director or Committee Chair | |
|---|---|---|
| Board of Directors | $70,000 | $40,000 |
| Audit Committee | $12,500 | $25,000 |
| Compensation Committee | $10,000 | $20,000 |
| Nominating and Corporate Governance Committee | $5,000 | $15,000 |
Equity Compensation. Our non-employee directors receive the following equity compensation under the 2022 Incentive Plan.
| ● | Initial Stock Grant. Non-employee directors receive 50,000 shares of restricted common stock upon initial election or appointment to the Board. The stock will vest in equal annual installments over three years, beginning on the third anniversary of the date of grant. |
| ● | Annual Equity Grants. Following the initial stock grant, non-employee directors will receive dollar-denominated (rather than share-denominated) annual awards of restricted stock having a total fair market value of $550,000. Such grants of restricted stock will generally vest on the one-year anniversary of the grant date, subject to the director's continued service. In addition, in recognition of the additional responsibilities and time commitment associated with the role, the lead independent director received an additional annual restricted stock grant having a total fair market value of $250,000 vesting on the one-year anniversary of the grant date, subject to the director's continued service. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.