Pay-Versus-Performance

Disclosure

As required by Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to “

Executive Compensation – Compensation Discussion and Analysis

.”

Pay-Versus-Performance

Table


	Pay Versus Performance
										Average Summary Compensation Table Total for Non-PEO NEOs (d)		Average Compensation Actually Paid for Non-PEO NEOs (e)		Value of Initial Fixed $100 Investment Based On:
Year (a)	Summary Compensation Table Total for PEO (Current) (b)		Compensation Actually Paid for PEO (Current) (c)		Summary Compensation Table Total for PEO (Former) (b)		Compensation Actually Paid for PEO (Former) (c)							Total Shareholder Return (f)		Peer Group Total Return (g)		Net Income (h)			Company- Selected Measure: Revenue (i)
2022	$	5,876,384	$	3,461,766	$	3,419,955	($	3,857,296	)	$	1,919,623	$	846,088	$	29	$	114	($	33,592,000	)	$	138,590,000
2021		N/A		N/A	$	3,438,179	$	6,518,158		$	1,264,192	$	2,093,766	$	196	$	126	($	21,279,000	)	$	104,754,000
2020		N/A		N/A	$	2,960,857	$	3,592,089		$	833,528	$	1,569,978	$	137	$	126	($	24,010,000	)	$	69,056,000

(1)	During fiscal years 2020, 2021 and 2022, our PEOs and non-PEO NEOs were as follows:.


Year	PEO (Current CEO) (1)	PEO (Former CEO) (2)	Non-PEO NEOs
2022	Stephen Dilly	John Nicols	Ross Taylor, Kevin Norrett, Margaret Fitzgerald
2021		John Nicols	Ross Taylor
2020		John Nicols	Ross Taylor

(2)

The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to our

PEOs

and

Non-PEO

NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to the total compensation of our PEOs and

non-PEO

NEOs for each year to determine the “compensation actually paid” to him or her:

PEO (Current)

2020

2021

2022

Summary Compensation Table - Total Compensation

(a)

N/A

$

5,876,384

-

Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year

(b)

N/A

$

5,139,542

+

Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year

(c)

N/A

$

3,127,949

+

Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years

(d)

N/A

($158,808)

+

Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year

(e)

N/A

$

—

+

Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

(f)

N/A

($244,217)

-

Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

(g)

N/A

$

—

=

Compensation Actually Paid

$

3,461,766


	PEO (Former)
			2020		2021		2022
	Summary Compensation Table - Total Compensation	(a)	$	2,960,857	$	3,438,179	$	3,419,955
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	(b)	$	1,795,800	$	2,109,577	$	2,521,160
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	(c)	$	2,968,985	$	3,900,233	$	—
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	(d)	$	559,924	$	1,262,770	$	—
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	(e)	$	—	$	—	$	—
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	(f)	($	1,101,877)	$	26,552	($	2,208,709)
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	(g)	$	—	$	—	$	2,547,383
=	Compensation Actually Paid		$	3,592,089	$	6,518,158	($	3,857,296)


	NEO Average
			2020		2021		2022
	Summary Compensation Table - Total Compensation	(a)	$	833,528	$	1,264,192	$	1,919,623
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	(b)	$	228,565	$	596,882	$	1,590,832
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	(c)	$	872,284	$	951,834	$	978,796
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	(d)	$	118,975	$	426,740		($250,128)
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	(e)	$	—	$	—	$	—
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	(f)		($26,244)	$	47,882		($211,371)
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	(g)	$	—	$	—	$	—
=	Compensation Actually Paid		$	1,569,978	$	2,093,766	$	846,088

(3)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning assuming $100 of investment as of December 31, 2019.

(4)	The peer group used for this purpose is the NASDAQ Biotechnology Index.

Named Executive Officers, Footnote [Text Block]


Year	PEO (Current CEO) (1)	PEO (Former CEO) (2)	Non-PEO NEOs
2022	Stephen Dilly	John Nicols	Ross Taylor, Kevin Norrett, Margaret Fitzgerald
2021		John Nicols	Ross Taylor
2020		John Nicols	Ross Taylor

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” to our

PEOs

and

Non-PEO

NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to the total compensation of our PEOs and

non-PEO

NEOs for each year to determine the “compensation actually paid” to him or her:

PEO (Current)

2020

2021

2022

Summary Compensation Table - Total Compensation

(a)

N/A

$

5,876,384

-

Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year

(b)

N/A

$

5,139,542

+

Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year

(c)

N/A

$

3,127,949

+

Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years

(d)

N/A

($158,808)

+

Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year

(e)

N/A

$

—

+

Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

(f)

N/A

($244,217)

-

Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

(g)

N/A

$

—

=

Compensation Actually Paid

$

3,461,766


	PEO (Former)
			2020		2021		2022
	Summary Compensation Table - Total Compensation	(a)	$	2,960,857	$	3,438,179	$	3,419,955
-	Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year	(b)	$	1,795,800	$	2,109,577	$	2,521,160
+	Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year	(c)	$	2,968,985	$	3,900,233	$	—
+	Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years	(d)	$	559,924	$	1,262,770	$	—
+	Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year	(e)	$	—	$	—	$	—
+	Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	(f)	($	1,101,877)	$	26,552	($	2,208,709)
-	Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	(g)	$	—	$	—	$	2,547,383
=	Compensation Actually Paid		$	3,592,089	$	6,518,158	($	3,857,296)

Non-PEO NEO Average Compensation Actually Paid Amount

$ 846,088

2,093,766

1,569,978

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

The following graph illustrates the relationship between compensation actually paid to our PEOs and our

non-PEO

NEOs and our TSR for the period presented in the

Pay-Versus-Performance

table.

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

The following graph illustrates the relationship between compensation actually paid to our PEOs and our

non-PEO

NEOs and o

ur revenue for the period presented in the

Pay-Versus-Performance

table.

Tabular List [Table Text Block]

The following table sets forth the company’s most important financial performance measures used to link NEO compensation actually paid during 2022 to company performance.