v3.25.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and the average of our other Named Executive Officers (“NEOs”) and certain financial metrics of the Company. The following table also provides information regarding company performance over the same periods as well as the relationship of “compensation actually paid” to our PEO and non-PEO NEOs to company performance.

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

Year

Summary Compensation Table Total for PEO ($) (1)

 

Compensation Actually Paid to PEO ($) (2) (3)

 

Average Summary Compensation Table Total for non PEO NEOs ($) (4)

 

Average
Compensation
Actually Paid to non PEO NEOs ($) (5)

 

Total Shareholder Return ($) (6)

 

Net Income ($ in thousands) (7)

 

2024

 

1,133,016

 

 

1,286,838

 

 

508,816

 

 

564,750

 

 

210.71

 

 

(24,774

)

2023

 

1,518,811

 

 

1,748,073

 

 

917,300

 

 

1,011,521

 

 

234.92

 

 

(38,371

)

2022

 

1,372,710

 

 

1,453,333

 

 

767,356

 

 

732,197

 

 

33.50

 

 

(44,434

)

 

(1) Reflects compensation (as reported in the Summary Compensation Table) for our PEO, Mr. Corey Fishman, in 2022, 2023 and 2024.

(2) Calculated in accordance with Item 402(v)(2) of Regulation S-K. The Compensation Actually Paid Schedule shown below sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at the “compensation actually paid” to our Chief Executive Officer.

Year

Summary Compensation Table Total for PEO ($) (1)

 

Deductions for
Reported Grant
Date Fair Value of Share Awards ($) (a)

 

Deductions for Reported Grant Date Fair Value of Option Awards (a)

 

Additions for Pay Versus Performance Equity Adjustments (b)

 

Compensation Actually Paid ($)

 

2024

 

1,133,016

 

 

 

 

 

 

153,822

 

 

1,286,838

 

2023

 

1,518,811

 

 

 

 

(220,000

)

 

449,262

 

 

1,748,073

 

2022

 

1,372,710

 

 

 

 

 

 

80,623

 

 

1,453,333

 

a)
Reflects the amounts reported in the Share Awards and Option Awards columns of the Summary Compensation Table in the relevant years.
b)
The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years:

Year

Year-End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in the Covered Year ($)

 

Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in Prior Years ($)

 

Year Over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
That Vested in the Covered Year ($)

 

Total Pay Versus Performance Equity Adjustments ($)

 

2024

 

173,392

 

 

(8,158

)

 

(11,412

)

 

153,822

 

2023

 

435,502

 

 

 

 

13,760

 

 

449,262

 

2022

 

 

 

 

 

80,623

 

 

80,623

 

(3) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs are valued based on the closing share price on the applicable vesting date(s). Share options are valued using a Black-Scholes model as at the relevant measurement dates.

(4) Reflects compensation our non-PEO NEOs, Dr. Sailaja Puttagunta and Ms. Judith M. Matthews, in 2022, 2023 and 2024, including compensation paid to Dr. Puttagunta as a consultant following her resignation in May 2024. The dollar amounts reported in column (d) represent the average of the compensation reported for the non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table.

(5) Average “compensation actually paid” for the non-PEO NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The Compensation Actually Paid Schedule shown below sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at the average “compensation actually paid” to our non-PEO NEOs.

Year

Summary Compensation Table Total ($)

 

Deductions for
Reported Grant
Date Fair Value of Share Awards ($) (a)

 

Deductions for Reported Grant Date Fair Value of Option Awards ($) (a)

 

Additions for Pay
Versus Performance Equity Adjustments ($) (b)

 

Compensation Actually Paid ($)

 

2024

 

508,816

 

 

 

 

 

 

55,934

 

 

564,750

 

2023

 

917,300

 

 

 

 

(70,000

)

 

164,221

 

 

1,011,521

 

2022

 

767,356

 

 

 

 

 

 

(35,159

)

 

732,197

 

a)
Reflects the average amounts reported in the Share Awards and Option Awards columns of the Summary Compensation Table in the relevant years.
b)
The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years:

Year

Year-End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in the Covered Year ($)

 

Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in Prior Years ($)

 

Year Over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
That Vested in the Covered Year ($)

 

Total Pay Versus Performance Equity Adjustments ($)

 

2024

 

63,051

 

 

(2,967

)

 

(4,150

)

 

55,934

 

2023

 

138,569

 

 

 

 

25,652

 

 

164,221

 

2022

 

 

 

 

 

- 35,159

 

(35,159

)

(6) The cumulative total shareholder return amounts reported are calculated by dividing the difference between the Company’s share price at the end of the applicable measurement period and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not pay any dividends during the measurement periods.

(7) The dollar amounts are the Company’s net loss amounts reflected in the Company’s audited financial statements for the applicable year.

   
Named Executive Officers, Footnote

(1) Reflects compensation (as reported in the Summary Compensation Table) for our PEO, Mr. Corey Fishman, in 2022, 2023 and 2024.

(4) Reflects compensation our non-PEO NEOs, Dr. Sailaja Puttagunta and Ms. Judith M. Matthews, in 2022, 2023 and 2024, including compensation paid to Dr. Puttagunta as a consultant following her resignation in May 2024.
   
PEO Total Compensation Amount $ 1,133,016,000 $ 1,518,811,000 $ 1,372,710,000
PEO Actually Paid Compensation Amount $ 1,286,838,000 1,748,073,000 1,453,333,000
Adjustment To PEO Compensation, Footnote

(2) Calculated in accordance with Item 402(v)(2) of Regulation S-K. The Compensation Actually Paid Schedule shown below sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at the “compensation actually paid” to our Chief Executive Officer.

Year

Summary Compensation Table Total for PEO ($) (1)

 

Deductions for
Reported Grant
Date Fair Value of Share Awards ($) (a)

 

Deductions for Reported Grant Date Fair Value of Option Awards (a)

 

Additions for Pay Versus Performance Equity Adjustments (b)

 

Compensation Actually Paid ($)

 

2024

 

1,133,016

 

 

 

 

 

 

153,822

 

 

1,286,838

 

2023

 

1,518,811

 

 

 

 

(220,000

)

 

449,262

 

 

1,748,073

 

2022

 

1,372,710

 

 

 

 

 

 

80,623

 

 

1,453,333

 

a)
Reflects the amounts reported in the Share Awards and Option Awards columns of the Summary Compensation Table in the relevant years.
b)
The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years:

Year

Year-End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in the Covered Year ($)

 

Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in Prior Years ($)

 

Year Over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
That Vested in the Covered Year ($)

 

Total Pay Versus Performance Equity Adjustments ($)

 

2024

 

173,392

 

 

(8,158

)

 

(11,412

)

 

153,822

 

2023

 

435,502

 

 

 

 

13,760

 

 

449,262

 

2022

 

 

 

 

 

80,623

 

 

80,623

 

   
Non-PEO NEO Average Total Compensation Amount $ 508,816,000 917,300,000 767,356,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 564,750,000 1,011,521,000 732,197,000
Adjustment to Non-PEO NEO Compensation Footnote

(5) Average “compensation actually paid” for the non-PEO NEOs has been calculated in accordance with Item 402(v)(2) of Regulation S-K. The Compensation Actually Paid Schedule shown below sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at the average “compensation actually paid” to our non-PEO NEOs.

Year

Summary Compensation Table Total ($)

 

Deductions for
Reported Grant
Date Fair Value of Share Awards ($) (a)

 

Deductions for Reported Grant Date Fair Value of Option Awards ($) (a)

 

Additions for Pay
Versus Performance Equity Adjustments ($) (b)

 

Compensation Actually Paid ($)

 

2024

 

508,816

 

 

 

 

 

 

55,934

 

 

564,750

 

2023

 

917,300

 

 

 

 

(70,000

)

 

164,221

 

 

1,011,521

 

2022

 

767,356

 

 

 

 

 

 

(35,159

)

 

732,197

 

a)
Reflects the average amounts reported in the Share Awards and Option Awards columns of the Summary Compensation Table in the relevant years.
b)
The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years:

Year

Year-End Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in the Covered Year ($)

 

Year Over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Granted in Prior Years ($)

 

Year Over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
That Vested in the Covered Year ($)

 

Total Pay Versus Performance Equity Adjustments ($)

 

2024

 

63,051

 

 

(2,967

)

 

(4,150

)

 

55,934

 

2023

 

138,569

 

 

 

 

25,652

 

 

164,221

 

2022

 

 

 

 

 

- 35,159

 

(35,159

)

   
Compensation Actually Paid vs. Total Shareholder Return

The following graph visually describes the relationship between “compensation actually paid” to our PEO and the average “compensation actually paid” to our other non-PEO NEOs, to the cumulative total shareholder return of the Company.

img249205814_1.jpg

   
Compensation Actually Paid vs. Net Income

The following graph visually describes the relationship between “compensation actually paid” to our PEO and the average “compensation actually paid” to our other non-PEO NEOs, to net income (loss).

 

img249205814_2.jpg

   
Total Shareholder Return Amount $ 210,710 234,920 33,500
Net Income (Loss) $ (24,774,000) $ (38,371,000) $ (44,434,000)
PEO Name Mr. Corey Fishman Mr. Corey Fishman Mr. Corey Fishman
PEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 153,822,000 $ 449,262,000 $ 80,623,000
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 173,392,000 435,502,000  
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 (8,158,000)    
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 (11,412,000) 13,760,000 80,623,000
PEO | Deductions for Reported Grant Date Fair Value of Option Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (220,000,000)  
Non-PEO NEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 55,934,000 164,221,000 (35,159,000)
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 63,051,000 138,569,000  
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 (2,967,000)    
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 $ (4,150,000) 25,652,000 $ 35,159,000
Non-PEO NEO | Deductions for Reported Grant Date Fair Value of Option Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   $ (70,000,000)