| Pay vs Performance Disclosure, Table |
Pay Versus Performance
| Pay Versus Performance |
| | | | | | | | | | | | | | | Value of Initial Fixed
$100 Investment
Based On: | | | | |
| Year (1) | |
Summary
Compensation Table
Total for PEO
($)(2)
| | |
Compensation
Actually Paid to
PEO
($)(3) | | | Average Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
($)(2) | | | Average
Compensation
Actually Paid to
Non-PEO
Named Executive
Officers
($)(4) | | |
Total Shareholder
Return
($)(5) | | | Net Income
(Loss)
($) | |
| 2024 | | | 3,042,750 | | | | 1,321,211 | | | | 1,526,700 | | | | 708,983 | | | $ | 1.44 | | | | (44,581,446 | ) |
| 2023 | | | 1,965,140 | | | | 2,350,558 | | | | 1,235,760 | | | | 1,336,841 | | | $ | 13.32 | | | | (37,983,496 | ) |
| 2022 | | | 1,463,172 | | | | 146,850 | | | | 514,617 | | | | 294,040 | | | $ | 8.22 | | | | (28,601,254 | ) |
| (1) | James V. Caruso served as the Company’s principal executive officer (“PEO”) for the entirety of 2024, 2023 and 2022 and the Company’s other NEOs for 2024, 2023 and 2022 were Chad J. Kolean and Jarrod Longcor. |
| (2) |
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Caruso and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than the principal executive officer for such years. |
| (3) | Amounts reported in this column represent the compensation actually paid to Mr. Caruso as the Company’s President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
| |
| PEO |
|
| |
| 2024 |
|
| 2023 |
|
| 2022 |
|
| Summary Compensation Table - Total Compensation(a) |
| $ |
3,042,750 |
|
| $ |
1,965,140 |
|
| $ |
1,463,172 |
|
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) |
| |
(2,214,000 |
) |
| |
(822,722 |
) |
| |
(616,697 |
) |
| +Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards Granted in Fiscal Year(c) |
| |
83,992 |
|
| |
1,148,400 |
|
| |
127,710 |
|
| +Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(d) |
| |
(388,965 |
) |
| |
108,626 |
|
| |
(430,237 |
) |
| +Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) |
| |
690,143 |
|
| |
69,462 |
|
| |
178,023 |
|
| +Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) |
| |
139,727 |
|
| |
(3,874 |
) |
| |
(84,783 |
) |
| - Fair Value as of Prior Fiscal Year-End of Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) |
| |
(32,436 |
) |
| |
(114,474 |
) |
| |
(490,338 |
) |
| = Compensation Actually Paid |
| $ |
1,321,211 |
|
| $ |
2,350,558 |
|
| $ |
146,850 |
|
| (a) |
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
| (b) |
Represents the aggregate grant date fair value of the stock awards and option awards granted to Mr. Caruso during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (c) |
Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Caruso’s outstanding and unvested option awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) |
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by Mr. Caruso as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) |
Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to Mr. Caruso and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (f) |
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by Mr. Caruso that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (g) |
Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Caruso’s option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (4) | Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Caruso in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
| | | Other NEOs Average(a) | |
| | | 2024 | | | 2023 | | | 2022 | |
| Summary Compensation Table - Total Compensation(b) | | $ | 1,526,700 | | | $ | 1,235,760 | | | $ | 514,617 | |
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(c) | | | (971,700 | ) | | | (453,024 | ) | | | (132,258 | ) |
| +Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards Granted in Fiscal Year(d) | | | 36,863 | | | | 545,600 | | | | 28,350 | |
| +Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(e) | | | (186,868 | ) | | | (21,375 | ) | | | (61,221 | ) |
| +Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | | | 269,728 | | | | 10,771 | | | | 26,358 | |
| +Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | | | 49,799 | | | | (766 | ) | | | (12,048 | ) |
| - Fair Value as of Prior Fiscal Year-End of Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | | | (15,539 | ) | | | (22,875 | ) | | | (69,758 | ) |
| = Compensation Actually Paid | | $ | 708,983 | | | $ | 1,336,841 | | | $ | 294,040 | |
| (a) |
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. |
| (b) |
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |
| (c) |
Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) |
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested option awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) |
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (f) |
Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (g) |
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (h) |
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (5) |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
Relationship Between Pay and Performance
We believe the “Compensation Actually Paid”
in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis
on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result
of our stock performance and our varying levels of achievement against pre-established performance goals used to determine our named executive
officers’ annual bonus payouts.
As is the case with many companies in the biotechnology
industry, the Company’s incentive objectives are generally tied to the Company’s strategic and operational goals rather than
financial goals. Accordingly, the Company’s compensation program is less influenced by metrics, such as net income. For 2022, the
Company incurred a net loss of $28,601,254 while the “Compensation Actually Paid” for the CEO and for the other NEOs, on average,
was $146,850 and $294,040, respectively. For 2023, the Company’s net loss increased to $37,983,496 while the “Compensation
Actually Paid” for the CEO and for the other NEOs, on average, increased to $2,350,558 and $1,336,841, respectively. For 2024, the
Company’s net loss increased to $44,581,446 while the “Compensation Actually Paid” for the CEO and for the other NEOs,
on average, decreased to $1,321,211 and $708,983, respectively.
Because of the weighting of the Company’s
executive compensation program towards long-term incentives in the form of stock options, the change in value of “Compensation Actually
Paid” is aligned with changes in our TSR. Our TSR, assuming a $100 investment in our common stock as of December 31, 2021, was $8.22,
$13.32 and $1.44 as of December 31, 2022, 2023 and 2024, respectively. The “Compensation Actually Paid” for our CEO in 2022,
2023, and 2024 was $146,850, $2,350,558, and $1,321,211, respectively. The average “Compensation Actually Paid” in 2022, 2023,
and 2024 for our other NEOs was $294,040, $1,336,841, and $708,983, respectively.
|
|
|
| Adjustment To PEO Compensation, Footnote |
| (3) | Amounts reported in this column represent the compensation actually paid to Mr. Caruso as the Company’s President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
| |
| PEO |
|
| |
| 2024 |
|
| 2023 |
|
| 2022 |
|
| Summary Compensation Table - Total Compensation(a) |
| $ |
3,042,750 |
|
| $ |
1,965,140 |
|
| $ |
1,463,172 |
|
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) |
| |
(2,214,000 |
) |
| |
(822,722 |
) |
| |
(616,697 |
) |
| +Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards Granted in Fiscal Year(c) |
| |
83,992 |
|
| |
1,148,400 |
|
| |
127,710 |
|
| +Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(d) |
| |
(388,965 |
) |
| |
108,626 |
|
| |
(430,237 |
) |
| +Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) |
| |
690,143 |
|
| |
69,462 |
|
| |
178,023 |
|
| +Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) |
| |
139,727 |
|
| |
(3,874 |
) |
| |
(84,783 |
) |
| - Fair Value as of Prior Fiscal Year-End of Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) |
| |
(32,436 |
) |
| |
(114,474 |
) |
| |
(490,338 |
) |
| = Compensation Actually Paid |
| $ |
1,321,211 |
|
| $ |
2,350,558 |
|
| $ |
146,850 |
|
| (a) |
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
| (b) |
Represents the aggregate grant date fair value of the stock awards and option awards granted to Mr. Caruso during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (c) |
Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Caruso’s outstanding and unvested option awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) |
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by Mr. Caruso as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) |
Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to Mr. Caruso and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (f) |
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by Mr. Caruso that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (g) |
Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Caruso’s option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
|
|
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) | Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Caruso in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
| | | Other NEOs Average(a) | |
| | | 2024 | | | 2023 | | | 2022 | |
| Summary Compensation Table - Total Compensation(b) | | $ | 1,526,700 | | | $ | 1,235,760 | | | $ | 514,617 | |
| - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(c) | | | (971,700 | ) | | | (453,024 | ) | | | (132,258 | ) |
| +Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards Granted in Fiscal Year(d) | | | 36,863 | | | | 545,600 | | | | 28,350 | |
| +Change in Fair Value of Outstanding and Unvested Option Awards Granted in Prior Fiscal Years(e) | | | (186,868 | ) | | | (21,375 | ) | | | (61,221 | ) |
| +Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | | | 269,728 | | | | 10,771 | | | | 26,358 | |
| +Change in Fair Value as of Vesting Date of Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | | | 49,799 | | | | (766 | ) | | | (12,048 | ) |
| - Fair Value as of Prior Fiscal Year-End of Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | | | (15,539 | ) | | | (22,875 | ) | | | (69,758 | ) |
| = Compensation Actually Paid | | $ | 708,983 | | | $ | 1,336,841 | | | $ | 294,040 | |
| (a) |
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. |
| (b) |
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |
| (c) |
Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (d) |
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested option awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (e) |
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (f) |
Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (g) |
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
| (h) |
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
|
|
|