Fortress Biotech Inc
For the period ended May 23, 2024. Filed Apr 5, 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.
May 23, 2024 · Filed Apr 5, 2024
Contents
PAY VERSUS PERFORMANCE
The following table shows the past three fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the “compensation actually paid” to our named executive officers (as determined under SEC rules), our total shareholder return (“TSR”), and our net income.
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine Compensation Actually Paid as reported in the Pay Versus Performance Table. Compensation Actually Paid 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. In general, Compensation Actually Paid is calculated as summary compensation table total compensation adjusted to (a) include the value of any pension benefit (or loss) attributed to the past fiscal year, including on account of any amendments adopted during such year; and (b) include the fair market value of equity awards as of December 31, 2023 or, if earlier, the vesting date (rather than the grant date) and factor in dividends and interest accrued with respect to such awards, if applicable. For purposes of the disclosure below, no pension valuation adjustments were required.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)(3) | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”)(4) | | Net Income (Loss) (millions)(5) |
| 2023 | | $ 1,122,585 | | ($ 1,904,079) | | $ 1,141,446 | | ($ 216,540) | | $ 6 | | ($ 154) |
| 2022 | (6) | 1,266,242 | | (8,744,624) | | 1,367,202 | | (7,089,225) | | 21 | | (214) |
| 2021 | | 2,850,119 | | (1,293,340) | | 1,309,924 | | (736,904) | | 79 | | (165) |
| (1) | Dr. Rosenwald was the Registrant’s PEO for each of the 2023, 2022 and 2021 fiscal years. |
| (2) | The amounts disclosed reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for PEO: |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | | Less: Grant Date Value of Equity Awards | | Change in Value of Awards Granted During the Current Year | | Vesting date value of awards that vested during the year | | Year-Over-Year Change in Fair Value of Unvested Awards | | Change in Value of Awards Vesting During the Current Year | | Dividends on Unvested Awards | | Total Adjustments |
| 2023 | | ($ 909,920) | | $ 823,370 | | $ - | | ($ 2,961,622) | | $ 21,508 | | $ - | | ($ 3,026,664) |
| (3) | For the 2023 and 2022 fiscal years, our Non-PEO NEOs were: David Jin and Michael S. Weiss. For the 2021 fiscal year, our Non-PEO NEOs were: Robyn Hunter, George Avgerinos and Michael S. Weiss. The amounts disclosed reflect the adjustments listed in the table below to the amounts reported in the Summary Compensation Table for Non-PEO NEOs: |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | | Less: Grant Date Value of Equity Awards | | Plus: Year-End Fair Value of Current Year Award | | Vesting date value of awards that vested during the year | | Year-Over-Year Change in Fair Value of Unvested Awards | | Change in Value of Awards Vesting During the Current Year | | Dividends on Unvested Awards | | Total Adjustments |
| 2023 | | $ 846,447 | | $ 751,409 | | $ 28,125 | | ($ 2,983,546) | | ($ 422) | | $ - | | ($ 1,357,987) |
| (4) | Calculated by dividing (A) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the share price of our common stock at the end and the beginning of the measurement period by (B) the share price of our common stock at the beginning of the measurement period. |
| (5) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
| (6) | 2022 amounts have been revised to reflect corrections to Summary Compensation Table entries for that year, as described in footnote 3 to the Summary Compensation Table. |
Analysis of the Information Presented in the Pay Versus Performance Table
Compensation Actually Paid and Net Income (Loss)
Due to the nature of our Company’s consolidated financials and primary focus on research and development of novel therapies, our company has not historically utilized net income (loss) as a performance measure for our executive compensation program.
PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s TSR over the period covering fiscal years 2021, 2022 and 2023. A large component of our executive compensation is equity-based to align compensation with performance, but also includes other appropriate incentives such as cash bonuses that are designed to incentivize our executives to achieve annual corporate goals. We believe the equity-based compensation strongly aligns our PEO and Non-PEO NEOs’ interests with those of our shareholders to maximize long-term value and encourages long-term employment.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
DIRECTOR COMPENSATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.