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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure [Table]    
Pay vs Performance [Table Text Block]

PAY-VERSUS-PERFORMANCE

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the Company is providing the following disclosure about the relationship between executive pay actually paid (as defined by SEC rules) and the Company’s financial performance.

 

Pay-Versus-Performance Table

 

In accordance with the SEC’s rules, the below table sets forth the following information for the fiscal years ended December 31, 2022 and 2021: (1) the total compensation paid to the Company’s principal executive officer, the CEO, and the non-CEO NEOs, as provided on the “Summary Compensation Table” provided elsewhere in this Proxy Statement; (2) the compensation “actually paid” to the CEO and the non-CEO NEOs, which reflects certain adjustments based on SEC rules and as described in the footnotes below; (3) the Company’s total stockholder return (“TSR”); and (4) the Company’s net loss. The “Summary Compensation Table” and the compensation actually paid amounts do not reflect the actual amounts of compensation earned by, or paid to, our NEOs during the applicable years, but rather are amounts determined in accordance with Item 401(v) of Regulation S-K. The Compensation Committee did not consider the pay-versus-performance disclosure when making its incentive compensation decisions for 2022. For information regarding the decisions made by the Compensation Committee with respect to compensation for 2022, please see the “Compensation Discussion & Analysis” provided elsewhere in this Proxy Statement.

 

Fiscal

Year

  

Summary
Compensation
Table Total -
CEO(1)

    

Compensation
“Actually Paid”
Total -
CEO(2)

    

Summary
Compensation
Table Total -
Non-CEO NEO
Average(3)

   

Compensation
“Actually Paid”
Total –

Non-CEO
NEOs(4)

    

NBY TSR(5)

    

Fiscal Year

Net Loss

(in
thousands)(6)

  

2022

   $ 364,954     $ 111,489     $ 259,285     $ 108,806     $ (45.97 )   $ (10,608 )

2021

   $ 795,521     $ 490,901     $ 528,704     $ 422,207     $ (46.04 )   $ (5,824 )

 

 

(1)

Reflects compensation amounts reported in the “Summary Compensation Table” for the CEO, Mr. Hall.

 

(2)

Compensation actually paid (as defined by SEC rules) to the CEO for each period presented reflects the amount set forth in column (1), adjusted as set forth below in the Reconciliation of Compensation Actually Paid Table.

 

(3)

Dr. Audrey Kunin, our Chief Product Officer, and Mr. Jones, our former Chief Financial Officer, were our non-CEO NEOs in fiscal years 2022 and 2021. Dr. Audrey Kunin was appointed our Chief Product Officer effective November 5, 2021, and therefore only received partial compensation in fiscal year 2021. Due to Dr. Audrey Kunin’s partial year service in fiscal year 2021, the 2021 amount represents a weighted-average (based on the number of days Dr. Audrey Kunin and Mr. Jones served).

 

(4)

Average compensation actually paid (as defined by SEC rules) to the Company’s NEOs (except the CEO) for each period presented reflects the amount set forth in column (3), adjusted as set forth below in the Reconciliation of Compensation Actually Paid Table.

 

(5)

Reflects the TSR of a $100 investment in the Company from the beginning of fiscal year 2021 through each of the fiscal years ended December 31, 2022 and 2021. The Company’s TSR includes share price depreciation, but does not include dividend reinvestment as the Company did not pay any dividends in the 2022 or 2021 fiscal years.

 

(6)

Reflects “Net loss” in the Company’s Consolidated Statements of Operations and Comprehensive Loss included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
 
PEO Total Compensation Amount $ 364,954 $ 795,521
PEO Actually Paid Compensation Amount $ 111,489 490,901
Adjustment To PEO Compensation, Footnote [Text Block]

Reconciliation of Compensation Actually Paid Table

 

The following table details the applicable adjustments that were made to determine compensation actually paid (all amounts are weighted-averages for the NEOs other than the CEO based on the number of days Dr. Audrey Kunin and Mr. Jones served):

 

                                     

Reporting
Period

  

Reported
Summary
Compensation
Table Total

($)

   

Deduct:
Reported value
of equity
awards

($) (a)

    

Add: Equity
award
adjustments

($) (b)

    

Deduct:
Reported
change in the
actuarial
present value
of pension
benefits

($) (c)

    

Add:
Pension
benefit
adjustments

($) (c)

    

Compensation
actually paid

($)

 

CEO

  

2022

   $ 364,954     $ —     $ (253,465 )   $ —     $ —     $ 111,489  

2021

     795,521       (395,000 )     90,380       —       —       490,901  

NEOs (except the Chief Executive Officer)

  

2022

   $ 259,285     $ —     $ (150,479 )   $ —     $ —     $ 108,806  

2021

     528,704       (206,308 )     100,500       —       —       422,207  

 

(a)

As provided in the “Summary Compensation Table” and elsewhere in this Proxy Statement, no equity awards were granted to any NEO in the 2022 fiscal year. For the 2021 fiscal year, the reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for each applicable period.

 

(b)

The equity award adjustments for each applicable period include the addition (or subtraction, as applicable) of the following (all amounts are weighted averages for the NEOs other than the Chief Executive Officer):

 

                                           

Reporting
Period

  

Period-end fair
value of equity
awards
granted during
the period

($)

    

Period-over-
period change
in fair value of
outstanding
and unvested
equity awards

($)

    

Fair value as
of vesting
date of equity

awards
granted and
vested in the
period

($)

    

Period-over-
period change
in fair value of
equity awards
granted in
prior periods
that vested in
the period

($)

    

Fair value at the end of the prior period of equity awards that failed to meet vesting conditions in the period

($)

    

Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation

($)

    

Total equity award adjustments

($)

  

CEO

  

2022

   $ —     $ (236,113 )   $ —     $ (17,352 )   $ —     $ —     $ (253,465 )

2021

     190,004       (86,857 )     —       (12,767 )     —       —       90,380  

NEOs (except the Chief Executive Officer)

  

2022

   $ —     $ (134,736 )   $ —     $ (15,743 )   $ —     $ —     $ (150,479 )

2021

     104,840       (56,346 )     —       52,006       —       —       100,500  

 

(c)

In the periods presented and consistent with the “Summary Compensation Table”, the Company did not have: (i) a change in the actuarial present value of the accumulated benefit under any defined benefit or actuarial pension plans or (ii) any service cost or prior service cost related to any defined benefit or actuarial pension plans.
 
Non-PEO NEO Average Total Compensation Amount $ 259,285 528,704
Non-PEO NEO Average Compensation Actually Paid Amount $ 108,806 422,207
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Pay-Versus-Performance Relationship

 

The Company believes the table above shows the alignment between compensation actually paid to the CEO and our other non-CEO NEOs and the Company's performance. The charts below show, for the past two years, the relationship of the CEO and the other non-CEO NEOs compensation “actually paid” and (i) the Company's TSR and (ii) the Company's net loss.

 

 

img02.jpg
  
Total Shareholder Return Amount $ (45.97) (46.04)
Net Income (Loss) (10,608,000) (5,824,000)
PEO Reported Summary Compensation Total [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 364,954 795,521
PEO Add Equity award adjustments [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (253,465) 90,380
PEO Compensation actually paid [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 111,489 490,901
PEO Deduct Reported value of equity awards [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount   (395,000)
NEO Reported Summary Compensation Total [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 259,285 528,704
NEO Add Equity award adjustments [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (150,479) 100,500
NEO Compensation actually paid [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 108,806 422,207
NEO Deduct Reported value of equity awards [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount   (206,308)
PEO Period-over-period change in fair value of outstanding and unvested equity awards [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (236,113) (86,857)
PEO Period-over-period change in fair value of equity awards granted in prior periods that vested in the period [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (17,352) (12,767)
PEO Total equity award adjustments [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (253,465) 90,380
PEO Period-end fair value of equity awards granted during the period [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount   190,004
NEO Period-over-period change in fair value of outstanding and unvested equity awards [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (134,736) (56,346)
NEO Period-over-period change in fair value of equity awards granted in prior periods that vested in the period [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (15,743) 52,006
NEO Total equity award adjustments [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount $ (150,479) 100,500
NEO Period-end fair value of equity awards granted during the period [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount   $ 104,840