Coherus BioSciences Inc
For the period ended May 29, 2024. Filed Apr 15, 2024.
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May 29, 2024 · Filed Apr 15, 2024
Contents
PAY VERSUS PERFORMANCE
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Compensation Discussion and Analysis” above.
The use of the term compensation actually paid, or CAP, is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the following table.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · Value of Initial Fixed $100 Investment Based on: · · · · | ||||||||||||||||
| Year | | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | | Average Compensation Actually Paid to Non-PEO NEOs (3) | | Coherus Total Shareholder Return (TSR) (4) | | Peer Group TSR (5) | | Net Income (Loss) | | Net Product Revenue (Company-Selected Measure) (6) |
| (a) | | (b)($) | | (c)($) | | (d)($) | | (e)($) | | (f)($) | | (g)($) | | (h)($ in 000's) | | (i)($ in 000's) |
| 2023 | | 5,897,924 | | 1,734,065 | | 1,863,540 | | 744,699 | | (82) | | 15 | | (237,892) | | 256,580 |
| 2022 | | 6,866,396 | | 212,826 | | 2,122,124 | | 470,265 | | (56) | | 11 | | (291,754) | | 210,760 |
| 2021 | | 8,594,495 | | 6,461,745 | | 2,449,597 | | 2,031,913 | | (11) | | 25 | | (287,100) | | 326,509 |
| 2020 | | 7,278,761 | | 8,381,980 | | 2,035,344 | | 2,408,072 | | (3) | | 26 | | 132,244 | | 475,824 |
| (1) | Represents total compensation paid to the principal executive officer, or PEO, Mr. Dennis Lanfear, as reflected in the Summary Compensation Table. |
| (2) | The following table sets forth the adjustments made during each year presented to arrive at CAP to our PEO during each year: |
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | 2023 | | 2022 | | 2021 | | 2020 |
| | | ($) | | ($) | | ($) | | ($) |
| Summary Compensation Table (SCT) Total Compensation | | 5,897,924 | | 6,866,396 | | 8,594,495 | | 7,278,761 |
| Deduct for amounts reported under the "Stock Awards" and "Option Awards" in the SCT | | (4,075,681) | | (5,071,908) | | (6,730,275) | | (5,454,150) |
| Fair value as of year-end of equity awards granted during the year that remain unvested | | 1,161,479 | | 1,795,132 | | 3,351,633 | | 3,953,739 |
| Change in fair value of prior years' equity awards that remain unvested as of year-end | | (1,100,382) | | (2,186,702) | | (576,558) | | 1,510,655 |
| Fair value on vesting date for awards granted and vested in the same year | | 248,745 | | 433,008 | | 2,291,315 | | 1,275,275 |
| Change in fair value from prior year-end to vesting date of prior years' awards that vested during year | | (398,020) | | (1,623,100) | | (468,865) | | (182,300) |
| Compensation Actually Paid (CAP) | | 1,734,065 | | 212,826 | | 6,461,745 | | 8,381,980 |
| (3) | The following table sets forth the adjustments made during each year presented to arrive at CAP to our non-PEO NEOs during each year: |
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | 2023 | | 2022 | | 2021 | | 2020 |
| | | ($) | | ($) | | ($) | | ($) |
| Average SCT Total for Non-PEO NEOs | | 1,863,540 | | 2,122,124 | | 2,449,597 | | 2,035,344 |
| Deduct for amounts reported under the "Stock Awards" and "Option Awards" in the SCT | | (963,378) | | (1,372,424) | | (1,829,098) | | (1,235,831) |
| Fair value as of year-end of equity awards granted during the year that remain unvested | | 260,238 | | 537,826 | | 1,286,137 | | 1,037,351 |
| Change in fair value of prior years' equity awards that remain unvested as of year-end | | (229,356) | | (550,147) | | (108,942) | | 439,657 |
| Fair value on vesting date for awards granted and vested in the same year | | 121,694 | | 86,062 | | 294,903 | | 159,400 |
| Change in fair value from prior year-end to vesting date of prior years' awards that vested during year | | (122,691) | | (353,176) | | (60,684) | | (27,849) |
|---|---|---|---|---|---|---|---|---|
| Deduct fair value as of end of prior fiscal year of awards granted in any prior year that fail to meet vesting conditions during the fiscal year | | (185,348) | | — | | — | | — |
| Average CAP to Non-PEO NEOs | | 744,699 | | 470,265 | | 2,031,913 | | 2,408,072 |
The non-PEO NEOs included in average compensation shown in columns (d) and (e) above are as follows:
| | | |||
| 2023 | | 2022 | 2021 | 2020 |
| McDavid Stilwell | | McDavid Stilwell | Jean-Frederic Viret | Jean-Frederic Viret |
| Vladimir Vexler, Ph.D. | | Vladimir Vexler, Ph.D. | McDavid Stilwell | Vincent Anicetti |
| Paul Reider | | Vincent Anicetti | Vladimir Vexler, Ph.D. | |
| Bryan McMichael | | Vladimir Vexler, Ph.D. | ||
| (4) | Total Shareholder Return, or TSR, represents the cumulative growth of a hypothetical $100 investment in the Company made as of December 31, 2020, reflected as of the end of each respective year. |
| (5) | Peer group TSR represents the cumulative growth of a hypothetical $100 investment made as of December 31, 2020 in the Nasdaq Biotechnology Index, which we also use for purposes of the stock performance graph included in our Annual Report for the year ended December 31, 2023, reflected as of the end of each respective year. |
| (6) | SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not TSR or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected Net Product Revenue as this measure for 2023 as reflected in column (i) in the first table above because of our most important financial performance measures, described below, it had the most weight in determining the bonus paid to our NEOs for 2023. Net Product Revenue is the sum of the following items listed in our 2023 corporate goal performance table in the section above entitled “Compensation Discussion and Analysis”: UDENYCA® Revenue Goals; CIMERLI Revenue Goals; Toripalimab Revenue Goals and YUSIMRY Revenue Goals. Net Product Revenue is a Generally Accepted Accounting Principle measure reported in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following financial performance measures represent the most important financial measure used to link compensation actually paid to the NEOs for 2023 to Company performance: Net Product Revenue, Combined SG&A and R&D expenses and cash as of December 31, 2023.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE
The below charts show the graphical relationship between Compensation Actually Paid to our PEO and the average of the other NEOs (as shown in the above Pay versus Performance Table), and the following: Net Income (Loss), TSR, Peer Group TSR, and Net Product Revenue.
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