v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance

The disclosure provided in this section is required by the SEC and does not necessarily align with the Company’s view of the relationship between its performance and the compensation of its Named Executive Officers. We believe our discussion in the “Compensation Discussion and Analysis” properly outlines how we view our executive compensation structure and how that aligns with the Company’s performance and objectives.

In accordance with Item 402(v) of Regulation S-K, the following table shows the total compensation for our Named Executive Officers for fiscal 2025, 2024, 2023, 2022 and 2021 as set forth in the Summary Compensation Table (the “SCT”) of this proxy statement and in the definitive proxy statement on Schedule 14A filed with the SEC on February 29, 2024, the “compensation actually paid,” as computed in accordance with Items 402(v) of Regulation S-K (the “CAP”), to our CEO, and, on an average basis, the compensation actually paid to our other Named Executive Officers (the “other NEOs”), our total shareholder return (“TSR”), the TSR of the Nasdaq Biotechnology Index, which constitutes the “Peer Group”, our net income, and our revenue, which is our company selected financial measure, all measures over the same time period.

For purposes of the chart below, Drs. Hsiao and Zerhouni and Messrs. Rubin and Logal are the other NEOs for fiscal 2025 2024, and 2023. Drs. Hsiao and Jon Cohen, the Company's former Senior Vice President who retired from the Company in 2022, and Messrs. Rubin and Logal are the other NEOs for fiscal 2022. Dr. Zerhouni's compensation is also taken into consideration in the compensation of our other NEOs with respect to a portion of fiscal 2022; and Drs. Hsiao and Cohen and Messrs. Rubin and Logal are the other NEOs for fiscal 2021.

 

 

SCT TOTAL

 

 

 

AVG SCT
TOTAL PAY

 

AVG CAP

 

Value of Initial $100
Investment Based on:
(4)

 

 

 

 

 

YEAR(1)

PAY FOR
CEO
(2)

 

CAP to
CEO
(3)

 

FOR OTHER
NEOS

 

TO OTHER
NEOS

 

Company
TSR

 

Peer Group
TSR

 

Net
Income
(5)

 

Revenue(6)

 

2025

 

1,854,000

 

 

1,344,700

 

 

1,660,250

 

 

1,183,766

 

 

31.90

 

 

124.75

 

 

(225,680

)

 

606,879

 

2024

 

2,163,800

 

 

2,015,925

 

 

1,950,675

 

 

1,818,205

 

 

37.22

 

 

93.49

 

 

(53,224

)

 

713,142

 

2023

 

2,277,200

 

 

2,173,575

 

 

2,031,950

 

 

1,925,029

 

 

38.23

 

 

94.03

 

 

(188,863

)

 

863,495

 

2022

 

972,200

 

 

(1,247,785

)

 

803,001

 

 

(1,324,485

)

 

31.66

 

 

89.90

 

 

(328,405

)

 

1,004,196

 

2021

 

2,103,600

 

 

2,396,962

 

 

2,298,100

 

 

2,789,211

 

 

121.77

 

 

100.02

 

 

(30,143

)

 

1,774,718

 

 

 

(1)
For fiscal 2025, 2024, 2023, 2022 and 2021, Dr. Phillip Frost was the CEO.
(2)
These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column.
(3)
Amounts reported in these columns represent CAP, which was computed by making certain adjustments to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the other NEOs is set forth in the following tables, which describe the adjustments.
(4)
Reflects the cumulative TSR for the Company and the NASDAQ Biotechnology Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, assuming, in each case, an initial investment of $100 on December 31, 2021.
(5)
Reflects “Net Income” in the Company’s consolidated statement of operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
(6)
SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table immediately above) used by the Company to link the CAP of our Named Executive Officers, for the most recently completed fiscal year, to our performance. We selected revenue as this measure for fiscal 2025, as reflected in the table above. This performance measure may not have been the most important financial performance measure for fiscal 2025, 2024, 2023, 2022 and 2021, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

 

YEAR

SCT TOTAL
PAY FOR CEO

 

MINUS EQUITY
AWARD GRANT
DATE FV
REPORTED IN
SCT FOR
COVERED YEAR

 

PLUS YE FV OF
EQUITY AWARDS
GRANTED
DURING
THE COVERED
YEAR THAT
REMAIN
OUTSTANDING
AND UNVESTED

 

PLUS YOY CHANGE
IN FV OF
OUTSTANDING AND
UNVESTED EQUITY
AWARDS GRANTED
IN PRIOR YEARS

 

PLUS YOY CHANGE
IN FV AS OF THE
VESTING DATE OF
EQUITY AWARDS
GRANTED IN PRIOR
YEARS THAT VESTED
DURING COVERED
YEAR

 

CEO CAP

 

2025

 

1,854,000

 

 

400,000

 

 

315,000

 

 

(279,600

)

 

(144,700

)

 

1,344,700.0

 

2024

 

2,163,800

 

 

710,000

 

 

735,000

 

 

(125,000

)

 

(47,875

)

 

2,015,925.0

 

2023

 

2,277,200

 

 

824,000

 

 

712,000

 

 

(37,000

)

 

45,375

 

 

2,173,575.0

 

2022

 

972,200

 

 

 

 

 

 

(1,522,307

)

 

(697,678

)

 

(1,247,784.8

)

2021

 

2,103,600

 

 

1,132,000

 

 

1,116,026

 

 

390,724

 

 

(81,388

)

 

2,396,961.6

 

 

YEAR

SCT AVERAGE
PAY FOR
OTHER NEOs

 

MINUS EQUITY
AWARD GRANT
DATE FV
REPORTED IN
SCT FOR
COVERED YEAR

 

PLUS YE FV OF
EQUITY AWARDS
GRANTED
DURING
THE COVERED
YEAR THAT
REMAIN
OUTSTANDING
AND UNVESTED

 

PLUS YOY CHANGE
IN FV OF
OUTSTANDING AND
UNVESTED EQUITY
AWARDS GRANTED
IN PRIOR YEARS

 

PLUS YOY CHANGE
IN FV AS OF THE
VESTING DATE
OF EQUITY AWARDS
GRANTED IN PRIOR
YEARS THAT VESTED
DURING COVERED
YEAR

 

AVG OTHER
NEO CAP

 

2025

 

1,660,250

 

 

375,000

 

 

295,313

 

 

(262,125

)

 

(134,671

)

 

1,183,766

 

2024

 

1,950,675

 

 

665,625

 

 

689,063

 

 

(115,136

)

 

(40,771

)

 

1,818,205

 

2023

 

2,031,950

 

 

772,500

 

 

667,500

 

 

(28,298.14

)

 

(26,377.50

)

 

1,925,029

 

2022

 

803,001

 

 

8,801

 

 

8,091

 

 

(886,469.27

)

 

(1,240,307.41

)

 

(1,324,485

)

2021

 

2,298,100

 

 

1,202,750

 

 

1,116,026

 

 

541,633.61

 

 

36,202.20

 

 

2,789,211

 

 

The fair value of options was determined by using the Black-Scholes option pricing method.

       
Named Executive Officers, Footnote Drs. Hsiao and Zerhouni and Messrs. Rubin and Logal are the other NEOs for fiscal 2025 2024, and 2023. Drs. Hsiao and Jon Cohen, the Company's former Senior Vice President who retired from the Company in 2022, and Messrs. Rubin and Logal are the other NEOs for fiscal 2022. Dr. Zerhouni's compensation is also taken into consideration in the compensation of our other NEOs with respect to a portion of fiscal 2022; and Drs. Hsiao and Cohen and Messrs. Rubin and Logal are the other NEOs for fiscal 2021.
(1)
For fiscal 2025, 2024, 2023, 2022 and 2021, Dr. Phillip Frost was the CEO.
       
Peer Group Issuers, Footnote
(4)
Reflects the cumulative TSR for the Company and the NASDAQ Biotechnology Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished in the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2026, assuming, in each case, an initial investment of $100 on December 31, 2021.
       
PEO Total Compensation Amount $ 1,854,000 $ 2,163,800 $ 2,277,200 $ 972,200 $ 2,103,600
PEO Actually Paid Compensation Amount $ 1,344,700 2,015,925 2,173,575 (1,247,784.8) 2,396,961.6
Adjustment To PEO Compensation, Footnote

YEAR

SCT TOTAL
PAY FOR CEO

 

MINUS EQUITY
AWARD GRANT
DATE FV
REPORTED IN
SCT FOR
COVERED YEAR

 

PLUS YE FV OF
EQUITY AWARDS
GRANTED
DURING
THE COVERED
YEAR THAT
REMAIN
OUTSTANDING
AND UNVESTED

 

PLUS YOY CHANGE
IN FV OF
OUTSTANDING AND
UNVESTED EQUITY
AWARDS GRANTED
IN PRIOR YEARS

 

PLUS YOY CHANGE
IN FV AS OF THE
VESTING DATE OF
EQUITY AWARDS
GRANTED IN PRIOR
YEARS THAT VESTED
DURING COVERED
YEAR

 

CEO CAP

 

2025

 

1,854,000

 

 

400,000

 

 

315,000

 

 

(279,600

)

 

(144,700

)

 

1,344,700.0

 

2024

 

2,163,800

 

 

710,000

 

 

735,000

 

 

(125,000

)

 

(47,875

)

 

2,015,925.0

 

2023

 

2,277,200

 

 

824,000

 

 

712,000

 

 

(37,000

)

 

45,375

 

 

2,173,575.0

 

2022

 

972,200

 

 

 

 

 

 

(1,522,307

)

 

(697,678

)

 

(1,247,784.8

)

2021

 

2,103,600

 

 

1,132,000

 

 

1,116,026

 

 

390,724

 

 

(81,388

)

 

2,396,961.6

 

       
Non-PEO NEO Average Total Compensation Amount $ 1,660,250 1,950,675 2,031,950 803,001 2,298,100
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,183,766 1,818,205 1,925,029 (1,324,485) 2,789,211
Adjustment to Non-PEO NEO Compensation Footnote

YEAR

SCT AVERAGE
PAY FOR
OTHER NEOs

 

MINUS EQUITY
AWARD GRANT
DATE FV
REPORTED IN
SCT FOR
COVERED YEAR

 

PLUS YE FV OF
EQUITY AWARDS
GRANTED
DURING
THE COVERED
YEAR THAT
REMAIN
OUTSTANDING
AND UNVESTED

 

PLUS YOY CHANGE
IN FV OF
OUTSTANDING AND
UNVESTED EQUITY
AWARDS GRANTED
IN PRIOR YEARS

 

PLUS YOY CHANGE
IN FV AS OF THE
VESTING DATE
OF EQUITY AWARDS
GRANTED IN PRIOR
YEARS THAT VESTED
DURING COVERED
YEAR

 

AVG OTHER
NEO CAP

 

2025

 

1,660,250

 

 

375,000

 

 

295,313

 

 

(262,125

)

 

(134,671

)

 

1,183,766

 

2024

 

1,950,675

 

 

665,625

 

 

689,063

 

 

(115,136

)

 

(40,771

)

 

1,818,205

 

2023

 

2,031,950

 

 

772,500

 

 

667,500

 

 

(28,298.14

)

 

(26,377.50

)

 

1,925,029

 

2022

 

803,001

 

 

8,801

 

 

8,091

 

 

(886,469.27

)

 

(1,240,307.41

)

 

(1,324,485

)

2021

 

2,298,100

 

 

1,202,750

 

 

1,116,026

 

 

541,633.61

 

 

36,202.20

 

 

2,789,211

 

       
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Performance Measures. The charts below compare the CAP to our CEO and the average CAP to our other NEOs with (i) our TSR, (ii) our net income, and (iii) revenue, which is our company selected measure, for fiscal 2025, 2024, 2023, 2022 and 2021. In addition, the charts below compare our TSR with our Peer Group TSR. We believe the CAP in each of the years reported above aligns with the performance metrics presented.

Non-Financial Performance Measures. The Company also considered the success, failure or progress made with respect to its R&D pipeline in setting pay-for performance compensation for fiscal 2025, as well as certain strategic transactions, including a sale of certain assets of BioReference.

img236121625_1.jpg

       
Compensation Actually Paid vs. Net Income

img236121625_2.jpg

       
Compensation Actually Paid vs. Company Selected Measure

img236121625_3.jpg

       
Total Shareholder Return Vs Peer Group

img236121625_1.jpg

       
Tabular List, Table

Financial Performance Measures. The most important financial performance measures used by the Company in setting pay-for-performance compensation for fiscal 2025 are set forth below, in no particular order.

-Adjusted Operating Income

-Revenue

-Relative Total Shareholder Return

       
Total Shareholder Return Amount $ 31.9 37.22 38.23 31.66 121.77
Peer Group Total Shareholder Return Amount 124.75 93.49 94.03 89.9 100.02
Net Income (Loss) $ (225,680,000,000) $ (53,224,000,000) $ (188,863,000,000) $ (328,405,000,000) $ (30,143,000,000)
Company Selected Measure Amount 606,879 713,142 863,495 1,004,196 1,774,718
PEO Name Dr. Phillip Frost Dr. Phillip Frost Dr. Phillip Frost Dr. Phillip Frost Dr. Phillip Frost
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (400,000) $ (710,000) $ (824,000) $ 0 $ (1,132,000)
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 315,000 735,000 712,000 0 1,116,026
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 (279,600) (125,000) (37,000) (1,522,307) 390,724
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (144,700) (47,875) 45,375 (697,678) (81,388)
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 (375,000) (665,625) (772,500) (8,801) (1,202,750)
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 295,313 689,063 667,500 8,091 1,116,026
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 (262,125) (115,136) (28,298.14) (886,469.27) 541,633.61
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (134,671) $ (40,771) $ 26,377.5 $ (1,240,307.41) $ 36,202.2