The table below presents information on the compensation of our principal executive officer (“PEO”) and our other NEOs (“non-PEO NEOs”) in comparison to certain performance metrics for the years ended December 31, 2024, 2023 and 2022. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “Compensation Actually Paid” (“CAP”) is required by SEC rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually earned or received by or paid to the executives during the applicable year.
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| · · · · · · · · · · · · · · Value of · |
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| · · PEO (Dr. Walker) · · PEO (Dr. Manion) · · Average · · Average · · Initial Fixed · |
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| · · Summary · · · · Summary · · · · Summary · · Compensation · · $100 Investment · |
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| · · Compensation · · Compensation · · Compensation · · Compensation · · Compensation · · Actually Paid to · · Based on: Total · |
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| · · Table Total · · Actually · · Table Total · · Actually · · Total for · · Non-PEO · · Shareholder · |
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| Year | for PEO(1)(2) | Paid to PEO(1)(3) | for PEO(1)(2) | Paid to PEO(1)(3) | Non-PEO NEOs(1)(2) | NEOs(1) (3) | Return(4) | Net Loss(5) |
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| 2024 | $1,445,135 | $1,632,066 | $779,312 | $382,728 | $1,348,674 | $1,387,635 | $17.06 | $(132,065,000) |
| 2023 | $— | $— | $7,157,681 | $(1,539,940) | $2,334,000 | $(1,641,762) | $7.22 | $(88,481,000) |
| 2022 | $5,836,727 | $6,651,810 | $— | $— | $3,124,517 | $3,356,375 | $108.32 | $(86,908,000) |
| (1) | For 2024, Dr. Manion served as the PEO until January 16, 2024 and Dr. Walker served as the PEO from and after January 17, 2024. For 2023, the PEO was Dr. Manion. For 2022, the PEO was Dr. Walker. For 2024, the non-PEO NEOs were Dr. Davis and Mr. Balthaser. For 2023, the non-PEO NEOs were Mr. Balthaser, Dr. Monahan, Gail Cawkwell, a former executive officer, and Mr. Loerop. For 2022, the non-PEO NEOs were Dr. Cawkwell, Dr. Manion, Dr. Monahan and a former executive officer, Frank Ruffo. |
| (2) | The amounts shown in this column are the amounts of total compensation reported for the PEO, or the average total compensation reported for the non-PEO NEOs, as applicable, for each corresponding year in the “Total” column of the SCT. Please refer to “Summary Compensation Table.” |
| (3) | The amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s PEO and non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation, or the average total compensation of the non-PEO NEOs, as applicable, as reported in the “Total” column in the SCT for the applicable year: |
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| · PEO (Dr. Walker) · PEO (Dr. Manion) |
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| · · 2022 · 2024 · · 2023 · 2024 |
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| PEO SCT Reported Total Compensation | | $5,836,727 | | $1,445,135 | | $7,157,681 | | $779,312 |
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| Aggregate SCT Reported Equity Compensation(a) (-) | | $4,881,039 | | $591,986 | | $6,346,481 | | $— |
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| Year-End Fair Value of Awards Granted During the FY & Outstanding (b)(i)(+) | | $5,005,765 | | $387,525 | | $338,899 | | $— |
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| Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding(b)(ii) (+) | | $566,524 | | $— | | $(2,335,318) | | $— |
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| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(b)(iii) (+) | | $— | | $488,170 | | $— | | $— |
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| Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY(b)(iv) (+) | | $123,834 | | $30,834 | | $(354,721) | | $(1,052) |
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| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY(b)(v) (-) | | $— | | $127,612 | | $— | | $395,531 |
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| PEO Compensation Actually Paid Determination | | $6,651,810 | | $1,632,066 | | $(1,539,940) | | $382,728 |
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| · · · · · · · · · |
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| · 2022 · 2023 · 2024 |
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| Non-PEO NEOs Average SCT Reported Total Compensation | | $3,124,517 | | $2,334,000 | | $1,348,674 |
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| Average Aggregate SCT Reported Equity Compensation(a) (-) | | $2,660,870 | | $1,762,912 | | $963,599 |
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| Average Year-End Fair Value of Awards Granted During the FY & Outstanding (b)(i)(+) | | $2,761,495 | | $94,139 | | $839,007 |
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| Average Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding(b)(ii) (+) | | $115,987 | | $(2,058,062) | | $70,900 |
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| Average Vesting Date Fair Value of Awards Granted & Vested During the Covered FY(b)(iii) (+) | | $— | | $— | | $91,450 |
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| Average Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY(b)(iv) (+) | | $15,246 | | $(248,926) | | $1,203 |
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| Non-PEO NEOs Average Compensation Actually Paid Determination | | $3,356,375 | | $(1,641,762) | | $1,387,635 |
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| (a) | The reported grant date fair value of equity awards represents the total of the amounts reported for the PEO, or the average of the total amounts reported in the case of the non-PEO NEOs, as applicable, in the “Option Awards” and “Stock Awards” columns in the SCT for the applicable year. |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of, the following for the PEO, or the average of the following in the case of the non-PEO NEOs, to the extent applicable: (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 fair value of any awards granted in any prior year 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 any prior year that vested 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 any prior year that failed 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. |
| (4) | Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price of our common stock at the end and the beginning of the measurement period by the share price of our common stock at the beginning of the measurement period. We have never declared or paid any dividends on our common stock. |
| (5) | The dollar amounts reported represent the amount of net loss reflected in our audited financial statements for the applicable year. |
