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

PAY-VERSUS-PERFORMANCE

The Company’s compensation program is designed to ensure a strong tie between our corporate performance and executive pay. Please see the table and graphs below which show the impact that our performance has on the compensation realized by our chief executive and other named executive officers.

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.

Executive Compensation and Financial Performance Measures Table

The following table shows a summary of compensation reported for and compensation actually paid to our named executive officers (“NEOs”) for the last three years ended December 31, 2024 together with financial performance measures.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed
$100 Investment Based on:

 

 

Year (1)

 

Summary
Compensation
Table Total for
First PEO (2)

 

Compensation
Actually Paid
to First PEO (3)

 

Summary
Compensation
Table Total
for Second
PEO (2)

 

Compensation
Actually Paid
to Second
PEO (3)

 

Average
Summary
Compensation
Table Total for
Non-PEO
NEOs (2)

 

Average
Compensation
Actually Paid
to Non-PEO
NEOs (3)

 

Total
Stockholder
Return (4)

 

Net
Loss (5)

(a)

 

(b)

 

(c)

 

(d)

 

(e)

 

(h)

 

(i)

 

(j)

 

(l)

2024

 

$2,642,113

 

$1,545,780

 

$-

 

$-

 

$1,036,687

 

$658,694

 

$4

 

$(47,579)

2023

 

$3,640,829

 

$(85,598)

 

$7,437,427

 

$(4,786,950)

 

$3,131,976

 

$(662,148)

 

$6

 

$(284,232)

2022

 

$-

 

$-

 

$10,741,074

 

$10,196,784

 

$3,236,022

 

$3,148,286

 

$114

 

$(293,654)

   
Named Executive Officers, Footnote
(1)
The PEOs and NEOs included in the above columns reflect the following:

 

Year

 

First PEO (CEO)

 

Second PEO

 

Non-PEO NEOs

2024

 

Thane Wettig

 

N/A

 

Christine L. Chung, David DeLucia, Juan Graham, Deyaa Adib

2023

 

Thane Wettig

 

Enrique Conterno

 

Christine L. Chung, Mark Eisner, Juan Graham

2022

 

N/A

 

Enrique Conterno

 

Christine L. Chung, Mark Eisner, Juan Graham, Thane Wettig

   
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in columns (b), (d) and (f) represent the amount of total compensation reported for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. Please refer to the 2024 Summary Compensation Table as set forth in this proxy statement.
(3)
The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid”, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received or paid to the individuals during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the number includes:

(a) The Summary Compensation Table Total less the reported grant date fair value of equity awards (as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year).

   
Non-PEO NEO Average Total Compensation Amount $ 1,036,687 $ 3,131,976 $ 3,236,022
Non-PEO NEO Average Compensation Actually Paid Amount $ 658,694 (662,148) 3,148,286
Equity Valuation Assumption Difference, Footnote

(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. No adjustments were made to pensions (not applicable). The amounts deducted or added in calculating the equity award adjustments are as follows:

   
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company cTSR

The following chart shows the relationship between compensation actually paid and our cumulative total stockholder return.

 

img66612462_1.jpg

   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income (Loss)

The following chart shows the relationship between compensation actually paid and net income.

 

img66612462_2.jpg

   
Total Shareholder Return Vs Peer Group

Compensation Actually Paid and Company cTSR

The following chart shows the relationship between compensation actually paid and our cumulative total stockholder return.

 

img66612462_1.jpg

   
Total Shareholder Return Amount $ 4 6 114
Net Income (Loss) (47,579,000) (284,232,000) (293,654,000)
First PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 2,642,113 3,640,829 0
PEO Actually Paid Compensation Amount $ 1,545,780 $ (85,598) 0
PEO Name Thane Wettig Thane Wettig  
Second PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 0 $ 7,437,427 10,741,074
PEO Actually Paid Compensation Amount $ 0 $ (4,786,950) $ 10,196,784
PEO Name   Enrique Conterno Enrique Conterno