As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Corporation.
The following information is presented to disclose the relationship between executive “compensation actually paid” or CAP, as calculated under applicable SEC rules, and the Corporation’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Corporation’s principal executive officer (“PEO”), Mr. Raykov, and (ii) the Corporation’s NEOs other than Mr. Raykov (collectively, “Non-PEO NEOs”), on an average basis. The Corporation’s PEO and the Non-PEO NEOs receive time-based RSU awards and their total compensation is not tied to any specific company performance measures.
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| | | | | | | Summary | | Average | | Value of | | |
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| | | Summary | | | | Compensation | | Compensation | | Initial Fixed $100 | | |
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| | | Compensation | | Compensation | | Total for | | Actually Paid to | | Investment | | Net |
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| | | Table | | Actually Paid | | Non-PEO | | Non-PEO | | Based On Total | | Income |
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| Year · Total for PEO1 · · To PEO2 · NEOs3 · NEOs4 · Shareholder Return5 · (millions)6 |
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| (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) |
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| 2023 | | 2,497,849 | | 4,526,511 | | 1,234,679 | | 2,036,284 | | 151 | | (16,045) |
| 2022 | | 614,161 | | 1,569,464 | | 428,919 | | 1,197,095 | | 129 | | (23,714) |
| 2021 | | 3,420,375 | | 2,814,862 | | 1,517,321 | | 1,526,219 | | 59 | | (17,346) |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Raykov, the Corporaiton’s Chief Executive Office, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
| (2) | The dollar amounts reported in column (c) and (e) represent the amount of CAP as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Raykov or the Non-PEO NEOs, as applicable, during the applicable year as it includes changes in the value of stock compensation for awards which remained unvested at the end of the applicable year. The following table details the applicable adjustments that were made to determine CAP: |
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| | | | | | | | | | | Add: Change in | | Vesting Date | | |
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| | | | | | | Deduct: Stock | | Add: Fair Value of | | Fair Value of | | of Equity Awards | | |
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| | | | | Summary | | Compensation | | of Equity Awards | | Outstanding and | | Granted in | | |
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| | | | | Compensation | | Included | | Granted in Fiscal year | | Unvested Equity | | Prior Years | | |
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| | | | | Table | | in Summary | | and Unvested | | Awards granted | | which Vested | | Compensation |
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| Fiscal Year · Executive(s) · Total · Compensation · as of Year-End · in Prior Fiscal Years · in Fiscal Year · Actually Paid |
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| · · · · · · (a) · (b) · · (c) · · (d) · · |
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| 2023 | | PEO | | 2,497,849 | | 1,655,873 | | 2,283,329 | | (618,750) | | 2,019,956 | | 4,526,511 |
| 2023 | | Non-PEO NEOs | | 1,234,679 | | 856,335 | | 1,244,623 | | (19,094) | | 432,411 | | 2,036,284 |
| 2022 | | PEO | | 614,161 | | - | | - | | (850,186) | | 1,805,489 | | 1,569,464 |
| 2022 | | Non-PEO NEOs | | 428,919 | | - | | - | | (221,690) | | 989,866 | | 1,197,095 |
| 2021 | | PEO | | 3,420,375 | | 2,951,923 | | 1,435,190 | | (267,858) | | 1,179,078 | | 2,814,862 |
| 2021 | | Non-PEO NEOs | | 1,517,321 | | 1,006,364 | | 442,985 | | 80,860 | | 491,417 | | 1,526,219 |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:
| (a) | The grant date fair value of equity-based awards, as reported in the Summary Compensation Table. |
| (b) | 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. |
| (c) | The amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. |
| (d) | 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. |
| (3) | The dollar amounts represent the average Summary Compensation Table totals for the non-PEO NEOs. The non-PEO NEOs during the calendar year 2023 were Mr. Andrade, the Corporation’s Chief Financial Officer and effective August 1, 2023, Mr. Haigh, the Corporation’s Chief Operating Officer, and former member of the Corporation’s Board of Directors. The Non-PEO NEO during the calendar year 2022 was Mr. Andrade. The non-PEO NEOs during calendar 2021 period were Mr. Andrade, and Ms. Goel, our former Chief Commercial Officer, who resigned on January 31, 2022. |
| (4) | Represents CAP for non-PEO NEOs. The amounts shown do not reflect the actual compensation earned by or paid to the non-PEO NEOs during the applicable year. In accordance with SEC rules, adjustments were made to determine the CAP using the same methodology described in the footnotes above. |
| (5) | Calculated based upon the closing price of a share of the Corporation’s common stock on the last day of its 2023, 2022, 2021 and 2020 fiscal years, which prices were $11.22, $9.60, $4.40, $7.45, respectively. |
| (6) | Refer to Corporation’s Consolidated Statements of Operations as presented in its Annual Report on Form 10-K filed on March 29, 2024. |
Relationship Between Compensation Actually Paid, TSR, and Net Income (Loss)
The amounts of CAP shown in the above Pay versus Performance Table have been calculated as required by Item 402(v) of SEC Regulation S-K. Such calculated amounts do not represent the actual amount of compensation earned by or paid to such individuals in the fiscal years shown. Item 402(v) also requires that the Corporation’s total shareholder return (“TSR”) and net income(loss) for each of the fiscal years shown be included in the Pay versus Performance Table as performance measures. While the Compensation Committee considers TSR and net income (loss) in determining executive compensation, the Committee also utilizes various other performance measures in seeking to align executive compensation with the non-PEO NEOs’ performance as well as certain subjective measures, all as described in more detail under “Compensation Discussion and Analysis (CD&A).”
The Compensation Committee of the Board of Directors of the Corporation does not have a policy or practice of evaluating cumulative total shareholder return as part of its determination of compensation decisions for Named Executive Officers. As noted in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee reviews various compensation metrics to ensure the competitiveness of its executive compensation. The Compensation Committee determines on an annual basis the relevant objectives and goals that drive each of the Named Executive Officer’s compensation. While the Corporation’s financial condition and share price are measurements that the Corporation utilizes in evaluating the relevant objectives, the Compensation Committee also considers the advancement of the Corporation’s product candidates, both preclinical and clinical, as well as the achievement of corporative objectives, including financings, partnerships and other business development.
