This section provides information about the relationship between executive compensation “actually paid” to our Chief Executive Officer and other named executive officers and certain financial performance measures of the Company in accordance with Item 402(v) of Regulation S-K. In determining the compensation “actually paid,” we are required to make various adjustments to amounts previously reported in the Summary Compensation Table to reflect different valuation methods prescribed by the SEC between this section and the disclosure in the Summary Compensation Table.
| Current CEO Pay(1) · Former CEO Pay(1) · Other NEO Pay(1) · Value of Initial Fixed $100 Investment Based On: |
|---|
| Year | Summary compensation table total for Current CEO(2) | Compensation actually paid to Current CEO(3) | Summary compensation table total for Former CEO(2) | Compensation actually paid to Former CEO(3) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(3) | Total shareholder return(4) | Net (Loss)(5) |
|---|
| 2024 | $786,077 | 489,348 | $— | $— | $678,544 | $563,820 | $4.98 | $(60,663) |
| 2023 | $4,605,771 | $2,472,962 | $— | $— | $2,416,256 | $378,105 | $5.23 | $(27,781) |
| 2022 | $514,110 | $204,901 | $2,352,595 | $325,333 | $871,918 | $250,704 | $13.43 | $(72,902) |
| (1) | Ronald Andrews was our Chief Executive Officer for a portion of 2022 (our “Former CEO”). On December 1, 2022, Joshua Riggs succeeded Mr. Andrews as our Interim Chief Executive Officer and was later appointed President and Chief Executive Officer in February 2023 (our “Current CEO”). Our named executive officers other than our Chief Executive Officer (our “Other NEOs”) were Andrea James, James Liu and Ekkehard Schütz in 2024, Anish John, James Liu and Ekkehard Schütz in 2023 and Gisela Paulsen, Douglas Ross, Anish John and James Liu in 2022. |
| (2) | Reflects, for each of our Current CEO and our Former CEO, the total compensation reported in the Summary Compensation Table and for the Other NEOs, the average total compensation reported in the Summary Compensation Table in each of fiscal years indicated. |
| (3) | Represents the compensation actually paid to each of our Current CEO and Former CEO and the average compensation actually paid to our Other NEOs in each of the fiscal years indicated as computed in accordance with Item 402(v) of Regulation S-K, as set forth below: |
| Compensation actually paid to CEO and average compensation actually paid to Other NEOs |
|---|
| As Reported in Summary Compensation Table(a) · Equity Award Adjustments |
|---|
| Year | Total | Deduct Stock Awards | Deduct Option Awards | Add Fair Value as of Year End of Awards Granted During Year that Remain Outstanding and Unvested as of Year End(b) | Add Year over Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested as of Year End(c) | Add Fair Value as of Vesting Date of Awards Granted During Year that Vested During Year(d) | Add Year over Year Change in Fair Value of Awards Granted in Prior Year that Vest During Year(e) | Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(f) | Compensation “Actually Paid”(g) |
|---|
| Current CEO |
|---|
| 2024 | $786,077 | $— | $(209,709) | $155,426 | $(293,387) | $— | $50,941 | $— | $489,348 |
| 2023 | $4,605,771 | $— | $(4,098,991) | $1,316,687 | $29,103 | $— | $620,393 | $— | $2,472,962 |
| 2022 | $514,110 | $— | $(140,913) | $71,818 | $(169,628) | $— | $(70,486) | $— | $204,900 |
| Former CEO |
|---|
| 2024 | $— | — | $— | $— | $— | — | $— | — | $— |
| 2023 | $— | — | $— | $— | $— | — | $— | — | $— |
| 2022 | $2,352,595 | $(493,125) | $(745,933) | $— | $(662,709) | $290,597 | $(416,093) | — | $325,333 |
| Other NEOs |
|---|
| 2024 | $678,544 | $— | $(243,142) | $191,718 | $(86,588) | — | $23,288 | $— | $563,820 |
| 2023 | $2,416,256 | $— | $(2,011,274) | $249,361 | $(90,182) | $83,976 | $65,766 | $(335,797) | $378,105 |
| 2022 | $871,918 | $(214,125) | $(169,396) | $29,100 | $(120,255) | $43,427 | $(189,964) | $— | $250,704 |
| (a) | Reflects, for each our Current CEO and Former CEO, the applicable amounts reported in the Summary Compensation Table and for the Other NEOs, the average of the applicable amounts reported in the Summary Compensation Table in each of the fiscal years indicated. |
| (b) | Reflects either (i) the fair value, with respect to each of our Current CEO and Former CEO, or (ii) the average of the fair value, with respect to the Other NEOs, in each case as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
| (c) | Reflects either (i) the change in fair value, with respect to each of our Current CEO and Former CEO, or (ii) the average of the change in fair value, with respect to the Other NEOs, in each case from December 31 of the prior fiscal year to December 31 of the covered fiscal year of awards granted in a prior fiscal year that remained outstanding and unvested (in whole or in part) as of the end of the covered fiscal year. |
| (d) | Reflects either (i) the fair value, with respect to each of our Current CEO and Former CEO, or (ii) the average of the fair value, with respect to the Other NEOs, in each case, as of the day awards became vested in the covered fiscal year, when such awards were also granted in the covered fiscal year. |
| (e) | Reflects either (i) the change in fair value, with respect to each of our Current CEO and Former CEO, or (ii) the average of the change in fair value, with respect to the Other NEOs, in each case from December 31 of the prior fiscal year to the day awards became vested in the covered fiscal year, when such awards were granted in a prior fiscal year. |
| (f) | Reflects either (i) the fair value, with respect to each of our Current CEO and Former CEO, or (ii) the average of the fair value, with respect to the Other NEOs, in each case as of December 31 of the covered fiscal year of awards granted in the covered fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year. |
| (g) | Reflects, for each of our Current CEO and our Former CEO, the total compensation actually paid and for the Other NEOs, the average total compensation actually paid in each of fiscal years indicated. |
| (4) | For each covered fiscal year, represents the cumulative total stockholder return on an initial fixed $100 investment in our common stock (NASDAQ: OCX) from December 31, 2020 through December 31 of each covered fiscal year 2022, 2023 and 2024 (each such period referred to herein as a measurement period). The cumulative total stockholder return on each series of our common stock is calculated by dividing (a) the sum of (i) the cumulative amount of dividends (assuming dividend reinvestment) over the applicable measurement period and (ii) the difference between (A) the share price on December 31 of the covered fiscal year and (B) the share price on December 31, 2020, and (b) the share price on December 31, 2020. |
| (5) | Represents the amount of net loss reflected in our consolidated financial statements for each covered fiscal year. |
Relationship Between Compensation Actually Paid and Net Loss
Because the Company is an early-stage company, we have had limited revenue during the periods presented, and have incurred operating losses since inception. Consequently, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.
Relationship Between Compensation Actually Paid and Cumulative TSR
