Pay-Versus-Performance

The following table reports the compensation of our Principal Executive Officer (“PEO”) and the average compensation of the

non-PEO

named executive officers (“NEOs”) as reported in the Summary Compensation Table (“SCT”) in our proxy statements for the past three fiscal years, as well as Compensation Actually Paid (“CAP”) as calculated under new

SEC Pay-Versus-Performance (“PVP”)

rules and certain performance measures required by the rules. The disclosure covers our three most-recent fiscal years, which will expand incrementally over the next two years to a rolling five years. Dollar amounts reported as CAP are computed in accordance with Item 402(v) of Regulation

S-K,

and these amounts do not reflect the actual amount of compensation earned by or paid to our PEO and other NEOs during the applicable years.


Year (1)	SCT Total for PEO ($)		Compensation Actually Paid to PEO (2) ($)			Average SCT Total for Non- PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs (2) ($)			Value of Initial Fixed $100 Investment Based on:				Net Income (in thousands) ($)			Revenue (4) (in thousands) ($)
Year (1)	SCT Total for PEO ($)		Compensation Actually Paid to PEO (2) ($)			Average SCT Total for Non- PEO NEOs ($)					Total Shareholder Return ($)		Peer Group Total Shareholder Return (3) ($)		Net Income (in thousands) ($)			Revenue (4) (in thousands) ($)
(a)	(b)		(c)			(d)		(e)			(f)		(g)		(h)			(i)
2022		8,853,328		(1,144,530	)		4,316,929		(2,584,615	)		26		114		(200,368	)		185,308
2021		8,751,617		(6,175,537	)		5,865,883		(3,112,380	)		94		126		(207,298	)		154,344
2020		7,131,118		24,866,836			4,133,719		14,493,980			198		126		(146,227	)		98,382

(1)	Mr. Robins served as our PEO in each year shown. The non-PEO NEOs reflected in columns (d) and (e) above represent the following individuals for each of the years shown:

•

2022 – Mr. Peterson (Mr. Peterson joined the Company in 2022), Ms. Benzeno, Dr. Robins, Ms. Rubinstein, Mr. Cohen (until his resignation in February 2022) and Mr. Piskel (Mr. Piskel served as interim Chief Financial Officer until June 2022);

•

2021 – Mr. Cohen, Dr. Robins, Ms. Rubinstein and Nitin Sood (Mr. Sood joined the Company in 2021); and

•

2020 – Mr. Cohen, Dr. Robins, Ms. Rubinstein and Mark Adams, PhD. (Mr. Adams joined the Company in 2020).

Biographical information for each of these individuals and their positions can be found above, or in the proxy for the year upon which compensation was reported, under the heading “

Executive Officers

.”

(2)	The Summary Compensation Table totals reported for the PEO and the average of the non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”:


	2022						2021						2020
	PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)
Summary Compensation Table		8,853,328			4,316,929			8,751,617			5,865,883			7,131,118			4,133,719
Adjustments
Deduction for Amounts Reported Under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table (a)		(7,668,040	)		(3,816,562	)		(7,592,784	)		(5,261,470	)		(6,013,620	)		(3,505,789	)


	2022						2021						2020
	PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)			PEO ($)		Average for non-PEO NEOs ($)
Increase (Decrease) for the Inclusion of Item 402(v) Equity Values
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year		4,260,108			3,475,247			4,773,662			3,685,849			11,996,993		7,112,321
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards		(3,341,668	)		(1,728,734	)		(7,548,036	)		(4,771,395	)		9,842,095		5,682,430
Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year		(3,248,258	)		(1,519,418	)		(4,559,996	)		(2,631,247	)		1,910,250		1,071,299
Change in Value of Prior Years’ Equity Awards that Forfeited During the Year		—			(3,312,077	)		—			—			—		—

Compensation Actually Paid		(1,144,530	)		(2,584,615	)		(6,175,537	)		(3,112,380	)		24,866,836		14,493,980

(a)

Amounts in this row reflect the aggregate grant date fair value of RSUs, PSUs and options computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs, PSUs and options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form

10-K

for the year ended December 31, 2022.

(3)	Peer group total shareholder return reflects the Nasdaq Biotechnology Index for all three fiscal years disclosed, which aligns with the peer group used in our Annual Report on Form 10-K for each of these years.

(4)	Revenue was chosen from the following three most important financial performance measures used by us to link compensation actually paid to the PEO and non-PEO NEOs in 2022 to the Company’s performance:

Named Executive Officers, Footnote [Text Block]

(1)	Mr. Robins served as our PEO in each year shown. The non-PEO NEOs reflected in columns (d) and (e) above represent the following individuals for each of the years shown:

•

2022 – Mr. Peterson (Mr. Peterson joined the Company in 2022), Ms. Benzeno, Dr. Robins, Ms. Rubinstein, Mr. Cohen (until his resignation in February 2022) and Mr. Piskel (Mr. Piskel served as interim Chief Financial Officer until June 2022);

•

2021 – Mr. Cohen, Dr. Robins, Ms. Rubinstein and Nitin Sood (Mr. Sood joined the Company in 2021); and

•

2020 – Mr. Cohen, Dr. Robins, Ms. Rubinstein and Mark Adams, PhD. (Mr. Adams joined the Company in 2020).

PEO Total Compensation Amount

$ 8,853,328

$ 8,751,617

$ 7,131,118

Adjustment To PEO Compensation, Footnote [Text Block]

(2)	The Summary Compensation Table totals reported for the PEO and the average of the non-PEO NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”:


	2022						2021						2020
	PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)
Summary Compensation Table		8,853,328			4,316,929			8,751,617			5,865,883			7,131,118			4,133,719
Adjustments
Deduction for Amounts Reported Under the “Stock Awards” and “Option Awards” Columns of the Summary Compensation Table (a)		(7,668,040	)		(3,816,562	)		(7,592,784	)		(5,261,470	)		(6,013,620	)		(3,505,789	)


	2022						2021						2020
	PEO ($)			Average for non-PEO NEOs ($)			PEO ($)			Average for non-PEO NEOs ($)			PEO ($)		Average for non-PEO NEOs ($)
Increase (Decrease) for the Inclusion of Item 402(v) Equity Values
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year		4,260,108			3,475,247			4,773,662			3,685,849			11,996,993		7,112,321
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards		(3,341,668	)		(1,728,734	)		(7,548,036	)		(4,771,395	)		9,842,095		5,682,430
Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year		(3,248,258	)		(1,519,418	)		(4,559,996	)		(2,631,247	)		1,910,250		1,071,299
Change in Value of Prior Years’ Equity Awards that Forfeited During the Year		—			(3,312,077	)		—			—			—		—

Compensation Actually Paid		(1,144,530	)		(2,584,615	)		(6,175,537	)		(3,112,380	)		24,866,836		14,493,980

(a)

Amounts in this row reflect the aggregate grant date fair value of RSUs, PSUs and options computed in accordance with ASC 718, rather than the amounts paid or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of our RSUs, PSUs and options in Note 14 to our audited consolidated financial statements filed with our Annual Report on Form

10-K

for the year ended December 31, 2022.

Non-PEO NEO Average Compensation Actually Paid Amount

$ (2,584,615)

(3,112,380)

14,493,980

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Tabular List [Table Text Block]


Performance Metrics
Revenue		Refer to “Incentive Compensation and 2022 Goals Achievement” under “Compensation Discussion and Analysis-Elements of Executive Compensation”

Cash Preservation (Operating Expenses)		Refer to “Incentive Compensation and 2022 Goals Achievement” under “Compensation Discussion and Analysis-Elements of Executive Compensation”

TSR		Refer to “Equity Mix for our Co-Founders: Performance and Time-Based Incentives” under “Compensation Discussion and Analysis-Executive Compensation Design and Philosophy”