PAY FOR PERFORMANCE
Our Compensation Committee approves and administers our executive compensation program to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual cash incentive plan and our equity incentive awards. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our NEOs and certain aspects of our financial performance. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”.
As described in more detail in “Executive Compensation—Compensation Discussion & Analysis”, the Company’s annual incentive program does not utilize a quantifiable financial performance metric that is directly linked to compensation; therefore, no Company-Selected Measure is presented and no tabular list of financial performance measures is presented.
During our fiscal year ending December 31, 2024, we were a smaller reporting company pursuant to Rule 405 of the Securities Act. For the current fiscal year, we are filing as a Large Accelerated Filer and have included the required disclosures accordingly:
Fiscal Year |
|
Summary Compensation Table Total for PEO(1),(2) |
|
Compensation Actually Paid to PEO(1),(3) |
|
Average Summary Compensation Table Total for Non-PEO NEOs(1),(2) |
|
Average Compensation Actually Paid to Non-PEO NEOs(1),(3) |
|
Total Shareholder Return Value of an initial $100 Investment(4) |
|
Peer Group Total Shareholder Return(5) |
|
Net Income (thousands)(6) |
|
|||||||
2025 |
|
$ |
1,291,500 |
|
$ |
15,951,124 |
|
$ |
855,900 |
|
$ |
6,424,794 |
|
$ |
356 |
|
$ |
142 |
|
$ |
(255,843 |
) |
2024 |
|
$ |
13,207,682 |
|
$ |
35,067,552 |
|
$ |
5,079,510 |
|
$ |
10,862,926 |
|
$ |
213 |
|
$ |
106 |
|
$ |
(182,146 |
) |
2023 |
|
$ |
8,671,208 |
|
$ |
35,328,071 |
|
$ |
4,597,874 |
|
$ |
10,813,019 |
|
$ |
132 |
|
$ |
107 |
|
$ |
(83,985 |
) |
Fiscal Year |
|
PEO |
|
Non-PEO NEOs |
2025 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
2024 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
2023 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO |
|
2025 |
|
|
Summary Compensation Table Total |
|
$ |
1,291,500 |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus/(Minus): Change in Fair Value From the end of the Prior Fiscal Year to the End of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
15,520,579 |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
(860,955 |
) |
Compensation Actually Paid |
|
$ |
15,951,124 |
|
Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
|
2025 |
|
|
Summary Compensation Table Total |
|
$ |
855,900 |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus/(Minus): Change in Fair Value From the end of the Prior Fiscal Year to the End of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
5,740,621 |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
(171,727 |
) |
Compensation Actually Paid |
|
$ |
6,424,794 |
|
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
Fiscal Year |
|
PEO |
|
Non-PEO NEOs |
2025 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
2024 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
2023 |
|
Michael Henderson, M.D. |
|
Carl Dambkowski, M.D., |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO |
|
2025 |
|
|
Summary Compensation Table Total |
|
$ |
1,291,500 |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus/(Minus): Change in Fair Value From the end of the Prior Fiscal Year to the End of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
15,520,579 |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
(860,955 |
) |
Compensation Actually Paid |
|
$ |
15,951,124 |
|
Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs |
|
2025 |
|
|
Summary Compensation Table Total |
|
$ |
855,900 |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year |
|
|
— |
|
Plus/(Minus): Change in Fair Value From the end of the Prior Fiscal Year to the End of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
|
5,740,621 |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year |
|
|
(171,727 |
) |
Compensation Actually Paid |
|
$ |
6,424,794 |
|
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
Relationship between CAP vs. Cumulative TSR of Company
In accordance with Item 402(v) of Regulation S-K, the following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR:
Relationship between CAP vs. Net Income
In accordance with Item 402(v) of Regulation S-K, the following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income:
