XML 13 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
4 Months Ended 9 Months Ended 12 Months Ended
Apr. 15, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

  ​ ​ ​

Christopher Posner

  ​ ​ ​

Imran Alibhai

Summary 

Summary 

Average Summary 

Average 

Compensation 

Compensation 

Compensation 

Compensation 

Compensation 

Compensation 

Total 

Table Total

Actually Paid 

Table Total

Actually Paid 

Table Total for 

Actually Paid to 

Shareholder

Net Income

Fiscal Year

for PEO1

to PEO2

for PEO1

to PEO2

Non-PEO NEOs3

Non-PEO NEOs2

Return4

($M)5

(a)

  ​ ​ ​

(b)

  ​ ​ ​

(c)

  ​ ​ ​

(b)

  ​ ​ ​

(c)

  ​ ​ ​

(d)

  ​ ​ ​

(e)

  ​ ​ ​

(f)

  ​ ​ ​

(h)

2025

$

2,570,260

$

2,559,999

$

3,116,090

$

1,326,430

$

1,135,113

$

883,381

$

1.11

$

(18.21)

2024

$

1,065,879

$

637,247

$

$

$

600,068

$

458,779

$

4.75

$

(29.40)

2023

$

4,743,329

$

(2,735,603)

$

$

$

1,661,327

$

(817,170)

$

6.92

$

(11.85)

1The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs (Christopher Posner and Imran Alibhai) for each corresponding year in the “Total” column of the Summary Compensation Table.
2The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

Compensation Actually Paid to PEO (Christopher Posner)

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

$

1,065,879

$

2,570,260

- Grant date fair value of option awards and stock awards granted in the fiscal year

$

(326,800)

$

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

$

$

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

$

(43,426)

$

+ Fair value as of the vesting date of vested awards granted in the fiscal year

$

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

$

(25,934)

$

(10,261)

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

$

(32,472)

$

Compensation Actually Paid

$

637,247

$

2,559,999

Compensation Actually Paid to PEO (Imran Alibhai)

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

 

N/A

$

3,116,090

- Grant date fair value of option awards and stock awards granted in the fiscal year

 

N/A

$

(2,173,903)

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

 

N/A

$

386,731

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

 

N/A

$

+ Fair value as of the vesting date of vested awards granted in the fiscal year

 

N/A

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

 

N/A

$

(2,489)

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

 

N/A

$

Compensation Actually Paid

 

N/A

$

1,326,430

Compensation Actually Paid to Non-PEO NEOs

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

$

600,068

$

1,135,113

- Grant date fair value of option awards and stock awards granted in the fiscal year

$

(117,800)

$

(247,692)

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

$

$

52,240

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

$

(12,717)

$

(69,896)

+ Fair value as of the vesting date of vested awards granted in the fiscal year

$

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

$

(3,764)

$

13,615

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

$

(7,008)

$

Compensation Actually Paid

$

458,779

$

883,381

3The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

Fiscal Year

  ​ ​ ​

Non-PEO NEOs

2025

Ryan Maynard, Scott Terrillion, Dan Conn, John Kauh

2024

Ryan Maynard and Scott Terrillion

2023

Joana Goncalves, M.D. and Ryan Maynard

4TSR determined in Column (f) is based on the value of an initial fixed investment of $100 in Cara (now known as Tvardi following the Merger) as of December 31, 2022.
5The dollar amounts in Column (h) represent Tvardi (formerly Cara) GAAP Net Income (in millions) for 2025. For fiscal years 2023 and 2024, GAAP Net Income (in millions) represents the results of Cara prior to the Merger.
   
Named Executive Officers, Footnote    
1The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEOs (Christopher Posner and Imran Alibhai) for each corresponding year in the “Total” column of the Summary Compensation Table.
3The dollar amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of our Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

Fiscal Year

  ​ ​ ​

Non-PEO NEOs

2025

Ryan Maynard, Scott Terrillion, Dan Conn, John Kauh

2024

Ryan Maynard and Scott Terrillion

2023

Joana Goncalves, M.D. and Ryan Maynard

   
Adjustment To PEO Compensation, Footnote    
2The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

Compensation Actually Paid to PEO (Christopher Posner)

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

$

1,065,879

$

2,570,260

- Grant date fair value of option awards and stock awards granted in the fiscal year

$

(326,800)

$

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

$

$

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

$

(43,426)

$

+ Fair value as of the vesting date of vested awards granted in the fiscal year

$

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

$

(25,934)

$

(10,261)

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

$

(32,472)

$

Compensation Actually Paid

$

637,247

$

2,559,999

Compensation Actually Paid to PEO (Imran Alibhai)

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

 

N/A

$

3,116,090

- Grant date fair value of option awards and stock awards granted in the fiscal year

 

N/A

$

(2,173,903)

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

 

N/A

$

386,731

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

 

N/A

$

+ Fair value as of the vesting date of vested awards granted in the fiscal year

 

N/A

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

 

N/A

$

(2,489)

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

 

N/A

$

Compensation Actually Paid

 

N/A

$

1,326,430

   
Non-PEO NEO Average Total Compensation Amount     $ 1,135,113 $ 600,068 $ 1,661,327
Non-PEO NEO Average Compensation Actually Paid Amount     $ 883,381 458,779 (817,170)
Adjustment to Non-PEO NEO Compensation Footnote    
2The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments:

Compensation Actually Paid to Non-PEO NEOs

  ​ ​ ​

FY 2024

  ​ ​ ​

FY 2025

Summary Compensation Table Total

$

600,068

$

1,135,113

- Grant date fair value of option awards and stock awards granted in the fiscal year

$

(117,800)

$

(247,692)

+ Year-end fair value of outstanding and unvested equity awards granted in the fiscal year

$

$

52,240

+ Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years

$

(12,717)

$

(69,896)

+ Fair value as of the vesting date of vested awards granted in the fiscal year

$

$

+ Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year

$

(3,764)

$

13,615

- Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the fiscal year

$

(7,008)

$

Compensation Actually Paid

$

458,779

$

883,381

   
Compensation Actually Paid vs. Total Shareholder Return    

Graphic

   
Compensation Actually Paid vs. Net Income    

Graphic

   
Total Shareholder Return Amount     $ 1.11 4.75 6.92
Net Income (Loss)     (18,210,000) (29,400,000) (11,850,000)
PEO Name Christopher Posner Imran Alibhai      
Christopher Posner          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     2,570,260 1,065,879 4,743,329
PEO Actually Paid Compensation Amount     2,559,999 637,247 $ (2,735,603)
Imran Alibhai          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     3,116,090    
PEO Actually Paid Compensation Amount     1,326,430    
PEO | Christopher Posner | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (326,800)  
PEO | Christopher Posner | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (43,426)  
PEO | Christopher Posner | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (10,261) (25,934)  
PEO | Christopher Posner | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (32,472)  
PEO | Imran Alibhai | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (2,173,903)    
PEO | Imran Alibhai | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     386,731    
PEO | Imran Alibhai | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (2,489)    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (247,692) (117,800)  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     52,240    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (69,896) (12,717)  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ 13,615 (3,764)  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       $ (7,008)