v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. We did not use any financial performance measure to link “Compensation Actually Paid” to our NEOs to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics. Despite being a smaller reporting company under SEC rules, we voluntarily provide supplementary pay versus performance disclosure for five fiscal years to enhance transparency of our compensation structure. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For additional discussion of how executive compensation is linked to Company performance, please see the section labeled “Named Executive Officer Compensation Overview” in this Proxy Statement.

 

Year

Summary Compensation Table Total for PEO1

($)

Compensation Actually Paid to
PEO
1, 2, 3

($)

Average Summary Compensation Table Total for Non-PEO NEOs1

($)

Average Compensation Actually Paid to
Non-PEO NEOs
1,2,3

($)

Value of Initial Fixed $100 Investment based on:4

Net Income
($ Millions)

TSR
($)

Peer Group TSR
($)

2025

3,403,752

3,602,523

1,567,307

1,637,215

8.54

124.75

(158)

2024

4,202,323

4,303,599

1,832,708

1,682,859

8.02

93.49

(168)

2023

5,925,790

3,404,758

1,859,249

1,040,141

7.30

94.03

(136)

2022

5,878,026

705,198

1,860,101

387,388

11.51

89.90

(116)

2021

34,104,892

(1,459,864)

8,024,996

(7,212,212)

21.40

100.02

121

 

1. Jean-Pierre Sommadossi was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2021

2022

2023

2024

2025

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

John Vavricka

John Vavricka

Wayne Foster

John Vavricka

John Vavricka

 

2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

 

3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

Summary Compensation Table Total for PEO

($)

Exclusion of Stock Awards and Option Awards for PEO

($)

Inclusion of Equity Values for PEO

($)

Compensation Actually Paid to PEO

($)

2025

3,403,752

(2,278,168)

2,476,939

3,602,523

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs

($)

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs

($)

Average Inclusion of Equity Values for Non-PEO NEOs

($)

Average Compensation Actually Paid to Non-PEO NEOs

($)

2025

1,567,307

(801,520)

871,428

1,637,215

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO

($)

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO

($)

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO

($)

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO

($)

Total - Inclusion of

Equity Values for PEO

($)

2025

2,388,299

85,459

214,939

(211,758)

2,476,939

 

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs

($)

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs

($)

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs

($)

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs

($)

Total - Average Inclusion of

Equity Values for Non-PEO NEOs

($)

2025

823,973

18,850

88,614

(60,009)

871,428

 

4. The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

       
Named Executive Officers, Footnote

1. Jean-Pierre Sommadossi was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2021

2022

2023

2024

2025

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Andrea Corcoran

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Janet Hammond, MD, PhD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

Maria Arantxa Horga, MD

John Vavricka

John Vavricka

Wayne Foster

John Vavricka

John Vavricka

       
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
PEO Total Compensation Amount $ 3,403,752 $ 4,202,323 $ 5,925,790 $ 5,878,026 $ 34,104,892
PEO Actually Paid Compensation Amount $ 3,602,523 4,303,599 3,404,758 705,198 (1,459,864)
Adjustment To PEO Compensation, Footnote

Year

Summary Compensation Table Total for PEO

($)

Exclusion of Stock Awards and Option Awards for PEO

($)

Inclusion of Equity Values for PEO

($)

Compensation Actually Paid to PEO

($)

2025

3,403,752

(2,278,168)

2,476,939

3,602,523

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO

($)

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO

($)

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO

($)

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO

($)

Total - Inclusion of

Equity Values for PEO

($)

2025

2,388,299

85,459

214,939

(211,758)

2,476,939

       
Non-PEO NEO Average Total Compensation Amount $ 1,567,307 1,832,708 1,859,249 1,860,101 8,024,996
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,637,215 1,682,859 1,040,141 387,388 (7,212,212)
Adjustment to Non-PEO NEO Compensation Footnote

Year

Average Summary Compensation Table Total for Non-PEO NEOs

($)

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs

($)

Average Inclusion of Equity Values for Non-PEO NEOs

($)

Average Compensation Actually Paid to Non-PEO NEOs

($)

2025

1,567,307

(801,520)

871,428

1,637,215

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs

($)

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs

($)

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs

($)

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs

($)

Total - Average Inclusion of

Equity Values for Non-PEO NEOs

($)

2025

823,973

18,850

88,614

(60,009)

871,428

 

       
Compensation Actually Paid vs. Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR for the Company over the five most recently completed fiscal years, and the NASDAQ Biotechnology Index TSR over the same period.

 

 

img2852109_89.gif

       
Compensation Actually Paid vs. Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

img2852109_90.gif

       
Total Shareholder Return Vs Peer Group

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR for the Company over the five most recently completed fiscal years, and the NASDAQ Biotechnology Index TSR over the same period.

 

 

img2852109_89.gif

       
Total Shareholder Return Amount $ 8.54 8.02 7.3 11.51 21.4
Peer Group Total Shareholder Return Amount 124.75 93.49 94.03 89.9 100.02
Net Income (Loss) $ (158,000,000) $ (168,000,000) $ (136,000,000) $ (116,000,000) $ 121,000,000
PEO Name Jean-Pierre Sommadossi Jean-Pierre Sommadossi Jean-Pierre Sommadossi Jean-Pierre Sommadossi Jean-Pierre Sommadossi
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 2,476,939        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,388,299        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 85,459        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 214,939        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (211,758)        
PEO | Exclusion Of Stock Awards And Option Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,278,168)        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 871,428        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 823,973        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,850        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 88,614        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (60,009)        
Non-PEO NEO | Exclusion Of Stock Awards And Option Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (801,520)