Processa Pharmaceuticals Inc
For the period ended May 12, 2025. Filed May 12, 2025.
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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.
May 12, 2025 · Filed May 12, 2025
Contents
Pay Versus Performance
Pay Versus Performance Table*
In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are providing the following disclosure regarding executive “compensation actually paid,” presented in a manner consistent with the rules applicable to smaller reporting companies. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers (“NEOs”).
| Year | Summary Compensation Table Total for PEO (George Ng) ($) (a) | Compensation Actually Paid to PEO (George Ng) ($) (b) | Summary Compensation Table Total for PEO (David Young) ($) (a) | Compensation Actually Paid to PEO (David Young) ($) (b) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (c) | Average Compensation Actually Paid to Non-PEO NEOs ($) (d) | Value of Initial Fixed $100 Investment Based on the Total Shareholder Return of the Company ($) (e) | Net Income (Loss) ($ in thousands) (f) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 521,033 | 288,393 | - | - | 331,322 | 301,159 | 1 | (11,850) |
| 2023 | 472,849 | 428,849 | 108,876 | (16,297) | 306,661 | 13,718 | 5 | (11,122) |
| 2022 | N/A | N/A | 1,162,619 | 549,308 | 1,044,174 | 424,104 | 17 | (27,474) |
| 2021 | N/A | N/A | 434,512 | 342,274 | 498,417 | 396,458 | 74 | (11,427) |
| (a) | The principal executive officer (“PEO”) is David Young during 2021, 2022 and from January 1, 2023 through August 8, 2023. George Ng joined the Company on August 8, 2023. |
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| (b) | Compensation actually paid (“CAP”) reflect the adjustments listed in the tables below to the amounts reported in the Summary Compensation Table for PEOs: |
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David Young:
| Year | 2021 | 2022 | 2023 |
|---|---|---|---|
| SCT Total Compensation ($) | 434,512 | 1,162,619 | 108,876 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (347,012) | (1,068,744) | (15,426) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 84,182 | 272,646 | 4,698 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (13,183) | (32,680) | (1,919) |
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 196,923 | 249,153 | - |
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (13,148) | (28,956) | (112,526) |
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | (4,730) | - |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - |
| Compensation Actually Paid ($) | 342,274 | 549,308 | (16,297) |
George Ng:
| Year | 2023 | 2024 |
|---|---|---|
| SCT Total Compensation ($) | 472,849 | 521,033 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (312,000) | - |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 268,000 | - |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | - | (180,930) |
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | - | - |
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | - | (51,710) |
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | - |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - |
| Compensation Actually Paid ($) | 428,849 | 288,393 |
| (c) | The following are included in the average figures shown: |
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2021: Sian Bigora, Michael Floyd, Wendy Guy, Patrick Lin and James Stanker
2022: Sian Bigora, Michael Floyd, Wendy Guy, Patrick Lin and James Stanker
2023: David Young (from August 8, 2023 – December 31, 2023), Sian Bigora and James Stanker
2024: David Young and Sian Bigora
| (d) | Compensation actually paid (CAP) to our non-PEO NEOs reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates. |
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| Year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Non-PEO NEOs | See column (c) note above | See column (c) note above | See column (c) note above | See column (c) note above |
| SCT Total Compensation ($) | 498,417 | 1,044,174 | 306,661 | 331,322 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (347,443) | (935,747) | (136,489) | (14,484) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 84,182 | 272,646 | 41,567 | 5,716 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (14,348) | (32,650) | (3,285) | (8,279) |
| Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 196,923 | 133,847 | - | 1,442 |
| Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (21,273) | (53,436) | (194,736) | (14,557) |
| Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | - | (4,730) | - | - |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | - | - | - | - |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | - | - | - | - |
| Compensation Actually Paid ($) | 396,458 | 424,104 | 13,718 | 301,159 |
| (e) | Total shareholder return is determined based on the value of an initial fixed investment of $100 in our common stock as of January 1, 2021. |
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| (f) | Reflects “Net Income” in the company’s audited financial statement included in our Annual Reports on Form 10-K for each of the years ended December 31, 2021, 2022, 2023, 2024. |
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Pay Versus Performance Descriptive Disclosure
Below are graphs showing the relationship of “compensation actually paid” to our PEOs and non-PEO NEOs in 2021, 2022, 2023 and 2024 to (1) our TSR and (2) our net income.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.