As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding compensation actually paid (“CAP”) as defined by the SEC to our executive officers and the performance of the Company. The table below presents information for each of the last two fiscal years regarding (i) the total compensation, as reported in the summary compensation table, for our principal executive officer serving in that capacity during the applicable fiscal year (the “PEO”) and the average total compensation of our other named executive officers, excluding the PEO, who were serving in that capacity during the applicable fiscal year as disclosed in the summary compensation table (“NEOs”), (ii) total compensation actually paid to the PEO and the total compensation actually paid to the other NEOs on average, (iii) total shareholder return for the Company, and (iv) the Company’s net income (loss).
The amounts set forth below under the headings “Compensation Actually Paid to PEO” for our PEO and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Year |
|
Summary Compensation Table Total for PEO(1) |
|
|
Compensation Actually Paid to PEO(1,4) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs(1,2) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs(1,4) |
|
|
Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) |
|
|
Net |
|
||||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($'000) |
|
||||||
2025 |
|
|
2,732,540 |
|
|
|
(1,957,068 |
) |
|
|
1,152,295 |
|
|
|
(282,039 |
) |
|
|
55.56 |
|
|
|
41,878 |
|
2024 |
|
|
3,163,111 |
|
|
|
6,176,259 |
|
|
|
1,284,282 |
|
|
|
2,231,881 |
|
|
|
466.67 |
|
|
|
43,253 |
|
2023 |
|
|
2,219,323 |
|
|
|
5,447,682 |
|
|
|
1,044,650 |
|
|
|
2,003,803 |
|
|
|
308.00 |
|
|
|
29,466 |
|
(1) Our PEO for each of fiscal years 2025 and 2024 was Dr. Denise Scots-Knight.
(2) The amounts reported are from the Summary Compensation Table (“SCT”) above.
(3) Pursuant to the SEC rules, the Total Shareholder Return (“TSR”) reflected in this column assumes $100 was invested on December 31, 2022 in our ADSs. Historic ADS price performance is not necessarily indicative of future ADS price performance.
(4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the "Exclusion of Share Awards and Option Awards" column are the totals from the Share Awards and Option Awards columns set forth in the Summary Compensation Table.
Year |
|
Summary Compensation Table Total for PEO |
|
|
Exclusion of Share Awards and Option Awards for PEO |
|
|
Inclusion of Equity Values for PEO |
|
|
Compensation Actually Paid to PEO |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
2,732,540 |
|
|
|
(2,001,019 |
) |
|
|
(2,688,588 |
) |
|
|
(1,957,068 |
) |
2024 |
|
|
3,163,111 |
|
|
|
(2,212,164 |
) |
|
|
5,225,312 |
|
|
|
6,176,259 |
|
2023 |
|
|
2,219,323 |
|
|
|
(1,328,761 |
) |
|
|
4,557,120 |
|
|
|
5,447,682 |
|
Year |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
|
Average Exclusion of Share Awards and Option Awards for Non-PEO NEOs |
|
|
Average Inclusion of Equity Values for Non-PEO NEOs |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
1,152,295 |
|
|
|
(635,475 |
) |
|
|
(798,858 |
) |
|
|
(282,039 |
) |
2024 |
|
|
1,284,282 |
|
|
|
(637,624 |
) |
|
|
1,585,223 |
|
|
|
2,231,881 |
|
2023 |
|
|
1,044,650 |
|
|
|
(446,873 |
) |
|
|
1,406,026 |
|
|
|
2,003,803 |
|
The amounts in the "Inclusion of Equity Values" column in the tables above are derived from the amounts set forth in the following tables:
Year |
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO |
|
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO |
|
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO |
|
|
Total - Inclusion of Equity Values for PEO |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
305,902 |
|
|
|
(1,953,354 |
) |
|
|
(1,041,136 |
) |
|
|
(2,688,588 |
) |
2024 |
|
|
2,357,458 |
|
|
|
703,167 |
|
|
|
2,164,687 |
|
|
|
5,225,312 |
|
2023 |
|
|
3,233,071 |
|
|
|
1,051,618 |
|
|
|
272,431 |
|
|
|
4,557,120 |
|
Year |
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs |
|
|
Average Total - Inclusion of Equity Values for Non-PEO NEOs |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
97,147 |
|
|
|
(599,484 |
) |
|
|
(296,521 |
) |
|
|
(798,858 |
) |
2024 |
|
|
679,503 |
|
|
|
213,389 |
|
|
|
692,331 |
|
|
|
1,585,223 |
|
2023 |
|
|
1,087,147 |
|
|
|
251,018 |
|
|
|
67,861 |
|
|
|
1,406,026 |
|
(5) Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the specified year. Historical share performance is not necessarily indicative of future share performance.
(1) Our PEO for each of fiscal years 2025 and 2024 was Dr. Denise Scots-Knight.
(2) The amounts reported are from the Summary Compensation Table (“SCT”) above.
(3) Pursuant to the SEC rules, the Total Shareholder Return (“TSR”) reflected in this column assumes $100 was invested on December 31, 2022 in our ADSs. Historic ADS price performance is not necessarily indicative of future ADS price performance.
Year |
|
Summary Compensation Table Total for PEO |
|
|
Exclusion of Share Awards and Option Awards for PEO |
|
|
Inclusion of Equity Values for PEO |
|
|
Compensation Actually Paid to PEO |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
2,732,540 |
|
|
|
(2,001,019 |
) |
|
|
(2,688,588 |
) |
|
|
(1,957,068 |
) |
2024 |
|
|
3,163,111 |
|
|
|
(2,212,164 |
) |
|
|
5,225,312 |
|
|
|
6,176,259 |
|
2023 |
|
|
2,219,323 |
|
|
|
(1,328,761 |
) |
|
|
4,557,120 |
|
|
|
5,447,682 |
|
Year |
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO |
|
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO |
|
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO |
|
|
Total - Inclusion of Equity Values for PEO |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
305,902 |
|
|
|
(1,953,354 |
) |
|
|
(1,041,136 |
) |
|
|
(2,688,588 |
) |
2024 |
|
|
2,357,458 |
|
|
|
703,167 |
|
|
|
2,164,687 |
|
|
|
5,225,312 |
|
2023 |
|
|
3,233,071 |
|
|
|
1,051,618 |
|
|
|
272,431 |
|
|
|
4,557,120 |
|
(4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the "Exclusion of Share Awards and Option Awards" column are the totals from the Share Awards and Option Awards columns set forth in the Summary Compensation Table.
Year |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
|
Average Exclusion of Share Awards and Option Awards for Non-PEO NEOs |
|
|
Average Inclusion of Equity Values for Non-PEO NEOs |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
1,152,295 |
|
|
|
(635,475 |
) |
|
|
(798,858 |
) |
|
|
(282,039 |
) |
2024 |
|
|
1,284,282 |
|
|
|
(637,624 |
) |
|
|
1,585,223 |
|
|
|
2,231,881 |
|
2023 |
|
|
1,044,650 |
|
|
|
(446,873 |
) |
|
|
1,406,026 |
|
|
|
2,003,803 |
|
Year |
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
|
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs |
|
|
Average Total - Inclusion of Equity Values for Non-PEO NEOs |
|
||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||
2025 |
|
|
97,147 |
|
|
|
(599,484 |
) |
|
|
(296,521 |
) |
|
|
(798,858 |
) |
2024 |
|
|
679,503 |
|
|
|
213,389 |
|
|
|
692,331 |
|
|
|
1,585,223 |
|
2023 |
|
|
1,087,147 |
|
|
|
251,018 |
|
|
|
67,861 |
|
|
|
1,406,026 |
|
The following graphs set forth the relationships between compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs as compared to the performance metrics of total shareholder return and net loss:
