Pay vs Performance Disclosure
Pure in Millions

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

Background

Item 402(v) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive “compensation actually paid” (CAP) and our performance against several specific financial metrics. We have included the table and disclosure below in accordance with the final rule, which was effective on October 11, 2023. For further information regarding our executive compensation programs, the metrics the Compensation Committee used to set executive compensation for 2023 and our pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis.”

PAY VERSUS PERFORMANCE TABLE

					Value of Initial Fixed
					$100 Investment Based
					On:
			Average
			Summary	Average		Peer Group	Net	Company
	Summary		Compensation	Compensation	Company	Total	Income	Selected
	Compensation	Compensation	Table Total for	Actually Paid	Total	Shareholder	(Loss)	Financial
	Table Total for	Actually Paid to	Non-PEO	to Non-PEO	Shareholder	Return	(in	Measure: Revenue
Year	PEO ($)(1)	PEO ($)(2)	NEOs ($)(3)	NEOs ($)(4)	Return ($)(5)	($)(6)	millions) ($)	(in millions) ($)
2023	15,837,559	41,500,822	1,867,378	5,216,516	144	104	12.7	233.7
2022	10,435,150	(42,942,247)	1,965,900	1,548,350	62	89	(198.3)	2.8
2021	42,666,831	(114,073,313)	1,509,360	(9,794,803)	37	99	(348.1)	6.7
2020	32,497,238	191,427,233	7,119,841	18,728,897	369	126	(279.3)	0.2

(1) Amounts represent amounts reported for the Company’s principal executive officer (PEO), Mr. Weiss, in the “Total” column of the Summary Compensation Table (SCT) in each applicable year.

(2) Amounts represent Compensation Actually Paid (CAP) to the PEO, Mr. Weiss, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Weiss during the applicable year. As required by the rules of the Commission, the CAP amount for each year is determined by deducting from the SCT total compensation for the relevant year the amounts reported under the “Stock Awards” and “Option Awards” columns in the SCT and adding (or subtracting, as applicable) the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable 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 awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for 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 applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The adjustments to determine CAP for Mr. Weiss are as follows:

PEO Total Compensation Amount

$ 15,837,559

$ 10,435,150

$ 42,666,831

$ 32,497,238

PEO Actually Paid Compensation Amount

$ 41,500,822

(42,942,247)

(114,073,313)

191,427,233

Adjustment To PEO Compensation, Footnote

	2023			2022			2021			2020
Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT		(13,868,800	)		(8,466,400	)		(40,593,721	)		(30,871,615	)
Fair value of awards granted during year that remain outstanding and unvested as of year-end		16,823,800			16,454,000			21,606,116			80,944,629
Fair value of awards granted during year that vest during year		-			-			-			-
Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end		22,708,263			(19,310,194	)		(137,752,539	)		107,036,981
Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year		-			(42,054,803	)		-			1,820,000
Fair value of awards granted in prior years that were forfeited during year		-			-			-			-
Incremental fair value of awards modified during year		-			-			-			-
Total		25,663,263			(53,377,397	)		(156,740,144	)		158,929,995

(3) Amounts represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The sole non-CEO NEO during these years was Mr. Power.

(4) Amounts represent CAP to the sole non-PEO NEO, Mr. Power, as calculated in accordance with Item 402(v) of the Commission’s Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Power during the applicable year. As required by the rules of the Commission, the following adjustments were made to the SCT total compensation for each year to determine the CAP for Mr. Power, using the same methodology as described above in footnote 2:

Non-PEO NEO Average Total Compensation Amount

$ 1,867,378

1,965,900

1,509,360

7,119,841

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,216,516

1,548,350

(9,794,803)

18,728,897

Adjustment to Non-PEO NEO Compensation Footnote

	2023			2022			2021			2020
Deduction for amounts reported under the "Stock Awards" and “Option Awards” columns in the SCT		(1,196,800	)		(1,313,300	)		(939,000	)		(6,610,300	)
Fair value of awards granted during year that remain outstanding and unvested as of year-end		1,451,800			1,708,250			475,000			14,045,400
Fair value of awards granted during year that vest during year		0			477,000			-			-
Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end		843,438			(1,289,500	)		(10,792,200	)		4,149,281
Change in fair value from prior year-end to current year-end of awards granted in prior years that vested during year		2,201,500			-			(47,963	)		0
Fair value of awards granted in prior years that were forfeited during year		49,200			-			-			24,675
Incremental fair value of awards modified during year		-			-			-			-
Total		3,349,138			(417,550	)		(11,304,163	)		11,609,056

(5) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.

(6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Biotechnology Index. 

Compensation Actually Paid vs. Total Shareholder Return

Pay Versus Performance Relationship Disclosures

Compensation Actually Paid and Cumulative Total Shareholder Return

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our cumulative total stockholder return for the years ended December 31, 2023, 2022, 2021, and 2020.  Total stockholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2019.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income (Loss)

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our net income (loss) for the years ended December 31, 2023, 2022, 2021, and 2020. 

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Company Selected Financial Measure

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEO, with our Company selected financial measure, revenue, for the years ended December 31, 2023, 2022, 2021, and 2020. 

Tabular List, Table

Pay Versus Performance Tabular List

We believe the following financial performance measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the year ended December 31, 2023:

● Revenue

The list only includes one financial measure, revenue, because that is the only financial performance measure used in 2023.  In our “Compensation Discussion and Analysis” above, we described how our compensation programs are effective at incentivizing and retaining our executives and closely aligning the interests of our senior management team with those of our shareholders.

Total Shareholder Return Amount

$ 144

62

37

369

Peer Group Total Shareholder Return Amount

104

89

99

126

Net Income (Loss)

$ 12,700,000

$ (198,300,000)

$ (348,100,000)

$ (279,300,000)

Company Selected Measure Amount

233.7

2.8

6.7

0.2

Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

PEO Deduction For Amounts Reported Under The "Stock Awards" and "Option Awards" columns in the SCT [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (13,868,800)

$ (8,466,400)

$ (40,593,721)

$ (30,871,615)

PEO Fair Value of Awards Granted During Year That Remain Outstanding and Unvested as of Year-End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

16,823,800

16,454,000

21,606,116

80,944,629

PEO Change in Fair Value From Prior Year-End of Awards Granted in Prior Years That Were Outstanding and Unvested as of Year-End [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

22,708,263

(19,310,194)

(137,752,539)

107,036,981

PEO Change in Fair Value From Prior Year-End to Current Year-End of Awards Granted in Prior Years That Vested During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(42,054,803)

1,820,000

PEO Total [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

25,663,263

(53,377,397)

(156,740,144)

158,929,995

NEO Equity Awards Value In Compensation Table For Applicable Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,196,800)

(1,313,300)

(939,000)

(6,610,300)

NEO Equity Awards Adjustments Year End Fair Value Of Awards Granted In Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,451,800

1,708,250

475,000

14,045,400

NEO Fair Value Of Awards Granted During Year That Vest During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

477,000

0

0

NEO Equity Awards Adjustments Change In Fair Value As Of Year End Of Outstanding And Unvested Awards Granted In Prior Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

843,438

(1,289,500)

(10,792,200)

4,149,281

NEO Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Vested Awards During Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,201,500

0

(47,963)

0

NEO Fair Value Of Awards Granted In Prior Years That Were Forfeited During Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

49,200

0

0

24,675

NEO Total Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,349,138

$ (417,550)

(11,304,163)

$ 11,609,056

PEO Adjustments [Member] | Equity Awards Adjustments Change In Fair Value As Of Vesting Date Of Vested Awards During Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0