Pay Versus Performance
We are a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K and are therefore permitted to provide scaled pay versus performance disclosures.
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding “Compensation Actually Paid,” as determined under SEC rules, for our principal executive officers (collectively, “PEOs”) and non-PEO NEOs as a group and Company financial performance for the fiscal years listed below. This disclosure does not necessarily reflect value actually realized by the executive or how our compensation committee evaluates compensation decisions in light of company or individual performance. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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Value of Initial Fixed $100 Investment Based On: |
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Year |
Summary Compensation Table Total for Joshua Cohen |
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Summary Compensation Table Total for Justin Klee |
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Compensation Actually Paid to Joshua Cohen |
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Compensation Actually Paid to Justin Klee |
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs |
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Total Shareholder Return |
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Net Income |
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2025 (1) |
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2,719,807 |
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2,719,807 |
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12,273,590 |
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12,273,590 |
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1,471,501 |
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5,026,822 |
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67 |
|
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(144,735 |
) |
2024 (2) |
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6,496,255 |
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6,496,255 |
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1,033,802 |
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1,033,802 |
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2,419,675 |
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152,156 |
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21 |
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(301,743 |
) |
2023 (3) |
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7,418,169 |
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7,418,169 |
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(6,397,526 |
) |
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(6,397,526 |
) |
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3,086,015 |
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(3,219,395 |
) |
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81 |
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49,271 |
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PEO Summary Compensation Total to Compensation Actually Paid Reconciliation
Year |
Summary Compensation Total for Joshua Cohen |
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Deduction of Equity Awards for Joshua Cohen |
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Addition of Adjusted Equity Awards for Joshua Cohen |
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Compensation Actually Paid to Joshua Cohen |
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2025 |
|
2,719,807 |
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(1,468,009 |
) |
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11,021,792 |
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12,273,590 |
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2024 |
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6,496,255 |
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(5,270,950 |
) |
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(191,503 |
) |
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1,033,802 |
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2023 |
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7,418,169 |
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(6,337,928 |
) |
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(7,477,767 |
) |
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(6,397,526 |
) |
Year |
Summary Compensation Total for Justin Klee |
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Deduction of Equity Awards for Justin Klee |
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Addition of Adjusted Equity Awards for Justin Klee |
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Compensation Actually Paid to Justin Klee |
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2025 |
|
2,719,807 |
|
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(1,468,009 |
) |
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11,021,792 |
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12,273,590 |
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2024 |
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6,496,255 |
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(5,270,950 |
) |
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(191,503 |
) |
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1,033,802 |
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2023 |
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7,418,169 |
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(6,337,928 |
) |
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(7,477,767 |
) |
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(6,397,526 |
) |
Average non-PEO NEOs Summary Compensation Total to Compensation Actually Paid Reconciliation
Year |
Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Deduction of Equity Awards for Non-PEO NEOs |
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Average Addition of Adjusted Equity Awards for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs |
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2025 |
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1,471,501 |
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(559,006 |
) |
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4,114,327 |
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5,026,822 |
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2024 |
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2,419,675 |
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(1,658,789 |
) |
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(608,730 |
) |
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152,156 |
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2023 |
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3,086,015 |
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(2,391,751 |
) |
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(3,913,659 |
) |
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(3,219,395 |
) |
The amounts in the Addition of Adjusted Equity Awards 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 Joshua Cohen |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Joshua Cohen |
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Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Joshua Cohen |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Joshua Cohen |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Joshua Cohen |
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Total - Addition of Adjusted Equity Awards for Joshua Cohen |
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2025 |
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5,173,379 |
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4,288,660 |
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— |
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1,559,753 |
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— |
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11,021,792 |
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2024 |
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2,777,461 |
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(2,416,000 |
) |
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— |
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(552,964 |
) |
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— |
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(191,503 |
) |
2023 |
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2,907,378 |
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(5,721,351 |
) |
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— |
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(4,663,794 |
) |
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— |
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(7,477,767 |
) |
Year |
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Justin Klee |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Justin Klee |
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Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Justin Klee |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Justin Klee |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Justin Klee |
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Total - Addition of Adjusted Equity Awards for Justin Klee |
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2025 |
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5,173,379 |
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4,288,660 |
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— |
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1,559,753 |
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— |
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11,021,792 |
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2024 |
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2,777,461 |
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(2,416,000 |
) |
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— |
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(552,964 |
) |
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— |
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(191,503 |
) |
2023 |
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2,907,378 |
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(5,721,351 |
) |
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— |
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(4,663,794 |
) |
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— |
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(7,477,767 |
) |
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 |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
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Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs |
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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 |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs |
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Total - Addition of Adjusted Equity Awards for Non-PEO NEOs |
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2025 |
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1,965,171 |
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1,457,135 |
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— |
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689,996 |
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— |
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4,114,327 |
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2024 |
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920,443 |
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(1,073,572 |
) |
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— |
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(457,625 |
) |
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— |
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(608,730 |
) |
2023 |
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1,199,553 |
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(1,766,664 |
) |
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— |
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(2,651,863 |
) |
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(696,708 |
) |
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(3,913,659 |
) |
The above tables omit columns relating to adjustments necessary for awards granted during the applicable year that vested during the same year or any dividends paid during the applicable year, in each case, because no such adjustments were applicable.
Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compenjsation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and non-PEO NEO Compensation Actually Paid and 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 three most recently completed fiscal years.
PEO Summary Compensation Total to Compensation Actually Paid Reconciliation
Year |
Summary Compensation Total for Joshua Cohen |
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Deduction of Equity Awards for Joshua Cohen |
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Addition of Adjusted Equity Awards for Joshua Cohen |
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Compensation Actually Paid to Joshua Cohen |
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2025 |
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2,719,807 |
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(1,468,009 |
) |
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11,021,792 |
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12,273,590 |
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2024 |
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6,496,255 |
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(5,270,950 |
) |
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(191,503 |
) |
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1,033,802 |
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2023 |
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7,418,169 |
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(6,337,928 |
) |
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(7,477,767 |
) |
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(6,397,526 |
) |
Year |
Summary Compensation Total for Justin Klee |
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Deduction of Equity Awards for Justin Klee |
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Addition of Adjusted Equity Awards for Justin Klee |
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Compensation Actually Paid to Justin Klee |
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2025 |
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2,719,807 |
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(1,468,009 |
) |
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11,021,792 |
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12,273,590 |
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2024 |
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6,496,255 |
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(5,270,950 |
) |
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(191,503 |
) |
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1,033,802 |
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2023 |
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7,418,169 |
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(6,337,928 |
) |
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(7,477,767 |
) |
|
(6,397,526 |
) |
Average non-PEO NEOs Summary Compensation Total to Compensation Actually Paid Reconciliation
Year |
Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Deduction of Equity Awards for Non-PEO NEOs |
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Average Addition of Adjusted Equity Awards for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs |
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2025 |
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1,471,501 |
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(559,006 |
) |
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4,114,327 |
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5,026,822 |
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2024 |
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2,419,675 |
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(1,658,789 |
) |
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(608,730 |
) |
|
152,156 |
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2023 |
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3,086,015 |
|
|
(2,391,751 |
) |
|
(3,913,659 |
) |
|
(3,219,395 |
) |
| [1] | For 2025, the PEOs were our Co-Chief Executive Officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates and Camille L. Bedrosian, M.D. |
| [2] | For 2024, the PEOs were our Co-Chief Executive Officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates and Gina M. Mazzariello. |
| [3] | For 2023, the PEOs were our Co-Chief Executive Officers, Joshua Cohen and Justin Klee, and the non-PEO NEOs were James Frates, Gina M. Mazzariello, Camille L. Bedrosian, M.D. and Margaret Olinger. |
| [4] | Compensation Actually Paid reflects the total compensation reported in the Summary Compensation Table for the applicable year adjusted to include or exclude the amounts shown in the tables below for the NEOs. To calculate Compensation Actually Paid, the following amounts were deducted from and added to the Summary Compensation Table total compensation, computed in accordance with Item 402(v) of Regulation S-K: |
| [5] | Represents the grant date fair value of equity-based awards granted each year and reported in the Summary Compensation Table for each year shown. See the footnotes to the Summary Compensation Table for further detail regarding the amounts in this column. |
| [6] | Reflects the value of equity calculated in accordance with the SEC methodology for determining the compensation actually paid for each year shown. |