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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

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, 2023, 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 in this Proxy Statement (and, as relates to the fiscal year ended December 31, 2021, the “Summary Compensation Table” provided in the Company’s 2023 Proxy Statement filed with the SEC on May 18, 2023 (the “2023 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 2023. For information regarding the decisions made by the Compensation Committee with respect to compensation for 2023, 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)

  

2023

   $ 364,146     $ 358,857     $ 190,840     $ 189,734     $ 0.84     $ (9,640 )

2022

   $ 364,954     $ 111,489     $ 259,285     $ 108,806     $ 7.99     $ (10,608 )

2021

   $ 795,521     $ 490,901     $ 528,704     $ 422,207     $ 54.03     $ (5,824 )

______________

 

(1)

Reflects compensation amounts reported in the “Summary Compensation Table” provided in this Proxy Statement and, as relates to the fiscal year ended December 31, 2021, the 2023 Proxy Statement for our 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)

Mr. Law, our Interim Chief Financial Officer, Dr. Kunin, our former Chief Product Officer, and Mr. Jones, our former Chief Financial Officer, were our non-CEO NEOs in fiscal year 2023. Dr. Kunin and Mr. Jones were our non-CEO NEOs in fiscal years 2022 and 2021. Mr. Law was appointed our Interim Chief Financial Officer effective February 16, 2023 after Mr. Jones resigned as Chief Financial Officer effective February 15, 2023. Since his resignation, Mr. Jones has continued to serve as a consultant to the Company pursuant to a consulting agreement. Dr. Kunin was appointed our Chief Product Officer effective November 5, 2021 and resigned effective November 5, 2023. Due to Dr. Kunin’s partial year of service in fiscal years 2023 and 2021, the 2023 and 2021 amounts represent a weighted-average based on the number of days she 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 2022 through each of the fiscal years ended December 31, 2023, 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 2023, 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 Reports on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021.
   
PEO Total Compensation Amount $ 364,146 $ 364,954 $ 795,521
PEO Actually Paid Compensation Amount $ 358,857 111,489 490,901
Adjustment To PEO Compensation, Footnote

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 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

                                                

2023

   $ 364,146     $ —     $ (5,289 )   $ —     $ —     $ 358,857  

2022

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

2021

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

NEOs (except the Chief Executive Officer)

  

2023

   $ 190,840     $ —     $ (1,106 )   $ —     $ —     $ 189,734  

2022

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

2021

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

____________________________

(a)

As provided in the “Summary Compensation Table” provided in this Proxy Statement and, as relates to the fiscal year ended December 31, 2021, the 2023 Proxy Statement. No equity awards were granted to any NEO in the 2023 or 2022 fiscal year.

 

(b)

The equity award adjustments for each applicable period include the subtraction of the following (all amounts are weighted averages for the NEOs other than the CEO):

 

Reporting

Period

  

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

($)

    

Changes in value of prior years’ awards unvested at fiscal year end

($)

    

Fair value as of vesting date of equity awards granted and vested in the period

($)

    

Change in value of prior years’ awards that vested in year reported

($)

    

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

  

2023

   $ —     $ (2,974 )   $ —     $ (2,315 )   $ —     $ —     $ (5,289 )

2022

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

2021

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

NEOs (except the Chief Executive Officer)

  

2023

   $ —     $ (83 )   $ —     $ (1,023 )   $ —     $ —     $ (1,106 )

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” provided in this Proxy Statement and, as relates to the fiscal year ended December 31, 2021, the 2023 Proxy Statement, 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 $ 190,840 259,285 528,704
Non-PEO NEO Average Compensation Actually Paid Amount $ 189,734 108,806 422,207
Compensation Actually Paid vs. Total Shareholder Return

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 three 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.

 

tsr.jpg
 

 

    
Compensation Actually Paid vs. Net Income
comp.jpg

 

 

    
Total Shareholder Return Amount $ 0.84 7.99 54.03
Net Income (Loss) (9,640,000) (10,608,000) (5,824,000)
PEO Add Equity award adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,289) (253,465) 90,380
PEO Deduct Reported value of equity awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     (395,000)
NEO Add Equity award adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,106) (150,479) 100,500
NEO Deduct Reported value of equity awards [Member]      
Pay vs Performance Disclosure      
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      
Adjustment to Compensation, Amount (2,974) (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      
Adjustment to Compensation, Amount (2,315) (17,352) (12,767)
PEO Total equity award adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,289) (253,465) 90,380
PEO Period-end fair value of equity awards granted during the period [Member]      
Pay vs Performance Disclosure      
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      
Adjustment to Compensation, Amount (83) (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      
Adjustment to Compensation, Amount (1,023) (15,743) 52,006
NEO Total equity award adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,106) $ (150,479) 100,500
NEO Period-end fair value of equity awards granted during the period [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     $ 104,840