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

PAY VERSUS PERFORMANCE

In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company views the link between the Company’s performance and named executive officer pay and the Company did not consider the disclosure below in making its pay decisions for any of the years shown. For further information regarding our compensation, refer to “Executive Compensation.”

Required Tabular Disclosure of Pay Versus Performance

 

The amounts set forth below under the headings “Compensation Actually Paid to 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. Use of the term “compensation actually paid” (or “CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below.

Year(1)

Summary Compensation Table Total for PEO(2)

Compensation Actually Paid to PEO(3)

Average Summary Compensation Table Total for Non-PEO NEOs(2)

Average Compensation Actually Paid to Non-PEO NEOs(3)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4)

Net Income (Loss) (Thousands) (5)

2025

$ 2,910,573

$ 4,233,123

$ 1,258,812

$ 1,543,773

$ 39.64

$ (38,966)

2024

$ 1,532,187

$ (993,219)

$ 1,045,513

$ 89,495

$ 14.33

$ (53,036)

 

(1) The following individuals were our PEO and our Non-PEO NEOs for each fiscal year.

Year

PEO

Non-PEO NEOs

2025

Javier Szwarcberg, M.D., MPH

 

Samir Gharib
Kirk Ways, M.D., Ph.D.

 

2024

Javier Szwarcberg, M.D., MPH

 

Samir Gharib
Ralph William Charlton III, M.D.

 

 

(2) Represents the amount of total compensation reported for our PEO and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”

(3) Represents the amount of CAP to our PEO and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP.

Year

NEOs

Summary Compensation Table Total Compensation ($)

Deduct: Grant Date Fair Value of the “Stock Awards” and “Option
Awards” Columns in the Summary Compensation Table for Applicable FY*
($)

 

 

Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY*
($)

Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*
($)

Add: Change in Fair Value at start of FY of awards that failed to meet vesting conditions*
($)

CAP
($)

2025

PEO

2,910,573

1,792,323

478,686

1,293,584

428,456

914,147

4,233,123

 

Average Non-PEO NEOs

1,258,812

568,374

148,961

428,816

85,762

189,796

1,543,773

2024

PEO

1,532,187

581,687

150,696

(1,588,728)

(505,687)

(993,219)

 

Average Non-PEO NEOs

1,045,513

211,081

32,335

(292,058)

(184,742)

(300,472)

89,495

 

* In calculating CAP amounts, the fair value or change in fair value, as applicable, of the equity awards adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at time of grant.

(4) For the relevant fiscal year, represents the cumulative TSR of our common stock at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2023.

(5) The dollar amounts reported represent the amount of Net Income (Loss) reflected in the Company’s audited financial statements for the applicable year.

 
Named Executive Officers, Footnote

(1) The following individuals were our PEO and our Non-PEO NEOs for each fiscal year.

Year

PEO

Non-PEO NEOs

2025

Javier Szwarcberg, M.D., MPH

 

Samir Gharib
Kirk Ways, M.D., Ph.D.

 

2024

Javier Szwarcberg, M.D., MPH

 

Samir Gharib
Ralph William Charlton III, M.D.

 

 
PEO Total Compensation Amount $ 2,910,573 $ 1,532,187
PEO Actually Paid Compensation Amount $ 4,233,123 (993,219)
Adjustment To PEO Compensation, Footnote In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP.

Year

NEOs

Summary Compensation Table Total Compensation ($)

Deduct: Grant Date Fair Value of the “Stock Awards” and “Option
Awards” Columns in the Summary Compensation Table for Applicable FY*
($)

 

 

Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY*
($)

Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*
($)

Add: Change in Fair Value at start of FY of awards that failed to meet vesting conditions*
($)

CAP
($)

2025

PEO

2,910,573

1,792,323

478,686

1,293,584

428,456

914,147

4,233,123

 

Average Non-PEO NEOs

1,258,812

568,374

148,961

428,816

85,762

189,796

1,543,773

2024

PEO

1,532,187

581,687

150,696

(1,588,728)

(505,687)

(993,219)

 

Average Non-PEO NEOs

1,045,513

211,081

32,335

(292,058)

(184,742)

(300,472)

89,495

 

* In calculating CAP amounts, the fair value or change in fair value, as applicable, of the equity awards adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at time of grant.

 
Non-PEO NEO Average Total Compensation Amount $ 1,258,812 1,045,513
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,543,773 89,495
Adjustment to Non-PEO NEO Compensation Footnote In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP.

Year

NEOs

Summary Compensation Table Total Compensation ($)

Deduct: Grant Date Fair Value of the “Stock Awards” and “Option
Awards” Columns in the Summary Compensation Table for Applicable FY*
($)

 

 

Add: Vesting Date Fair Value of Awards Granted in Applicable FY that Vested During Applicable FY*
($)

Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End*

($)

Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY*
($)

Add: Change in Fair Value at start of FY of awards that failed to meet vesting conditions*
($)

CAP
($)

2025

PEO

2,910,573

1,792,323

478,686

1,293,584

428,456

914,147

4,233,123

 

Average Non-PEO NEOs

1,258,812

568,374

148,961

428,816

85,762

189,796

1,543,773

2024

PEO

1,532,187

581,687

150,696

(1,588,728)

(505,687)

(993,219)

 

Average Non-PEO NEOs

1,045,513

211,081

32,335

(292,058)

(184,742)

(300,472)

89,495

 

* In calculating CAP amounts, the fair value or change in fair value, as applicable, of the equity awards adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at time of grant.

 
Compensation Actually Paid vs. Total Shareholder Return

CAP and Cumulative TSR

The graph below shows the relationship between the CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the two years presented in the table, on the other.

img171871746_3.gif

 
Compensation Actually Paid vs. Net Income

CAP and Net Income (Loss)

The graph below shows the relationship between the CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, to the Company’s Net Income (Loss) over the two years presented in the table, on the other.

img171871746_2.gif

 
Total Shareholder Return Amount $ 39.64 14.33
Net Income (Loss) $ (38,966,000) $ (53,036,000)
PEO Name Javier Szwarcberg Javier Szwarcberg
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (1,792,323) $ (581,687)
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 1,293,584 150,696
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 428,456 (1,588,728)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 478,686 0
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 914,147 (505,687)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (568,374) (211,081)
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 428,816 32,335
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 85,762 (292,058)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 148,961 0
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 189,796 (184,742)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ (300,472)