XML 12 R2.htm IDEA: XBRL DOCUMENT v3.25.1
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

As required by the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation actually paid to our executive officers and certain measures of financial performance. The following table reports the compensation of Dr. Steven C. Quay, our Chairman and CEO (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to as “CAP”).

Year

 

Summary
Compensation
Table Total
for PEO (1)

 

 

Compensation
Actually
Paid to
PEO (1)(2)

 

 

Summary
Compensation
Table Total
for Non-PEO
NEOs (1)

 

 

Compensation
Actually
Paid to
Non-PEO
NEOs (1)(3)

 

 

Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return(4)

 

 

Net Loss

 

2024

 

$

2,764,082

 

 

$

3,018,458

 

 

$

1,149,674

 

 

$

1,238,488

 

 

$

2

 

 

$

(25,504,000

)

2023

 

$

2,356,220

 

 

$

2,653,763

 

 

$

1,412,840

 

 

$

715,616

 

 

$

(7

)

 

$

(30,094,000

)

2022

 

$

3,160,876

 

 

$

2,971,123

 

 

$

1,527,871

 

 

$

1,445,374

 

 

$

(44

)

 

$

(26,960,000

)
(1)
Dr. Quay is our PEO for 2024, 2023 and 2022. Ms. Rees is the only Non-PEO NEO for 2024. Kyle Guse, Former Chief Financial Officer, Greg Weaver, Former Chief Financial Officer, and Ms. Rees are the Non-PEO NEOs for 2023. Mr. Guse is the only Non-PEO NEO for 2022.
(2)
The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC regulation S-K. The dollar amounts reported do not reflect actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO. In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

 

Summary
Compensation
Table Total
for PEO

 

 

Equity Awards
in SCT (A)

 

 

Equity Award
Adjustments (B)

 

 

Compensation
Actually Paid
to PEO

 

2024

 

$

2,764,082

 

 

$

(1,490,639

)

 

$

1,745,015

 

 

$

3,018,458

 

2023

 

$

2,356,220

 

 

$

(1,143,927

)

 

$

1,441,470

 

 

$

2,653,763

 

2022

 

$

3,160,876

 

 

$

(2,019,697

)

 

$

1,829,944

 

 

$

2,971,123

 
(a)
Represents the amounts reported in the Option Awards column in the Summary Compensation Table (“SCT”) for the applicable year.
(b)
Represents the equity award adjustments (deductions and additions) for PEO equity awards for each applicable year calculated as follows:

Year

 

Year-End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted
During
the Year

 

 

Year-over-Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value
as of Vesting
Date of Equity
Awards Granted
and Vested
in the Year

 

 

Change in the
Fair Value from Prior Fiscal Year End to Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Total Equity
Award
Adjustments

 

2024

 

$

1,418,914

 

 

$

(8,325

)

 

$

370,608

 

 

$

(36,182

)

 

$

1,745,015

 

2023

 

$

1,093,739

 

 

$

(15,321

)

 

$

428,413

 

 

$

(65,361

)

 

$

1,441,470

 

2022

 

$

1,226,109

 

 

$

(50,510

)

 

$

755,829

 

 

$

(101,484

)

 

$

1,829,944

 

 

(3)
The table below shows CAP for the Non-PEO NEO(s), as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEO(s) during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEO(s). In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, on average, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

 

Summary
Compensation
Table Total
for Non-PEO
NEOs

 

 

Equity Awards
in SCT (A)

 

 

Equity Award
Adjustments (B)

 

 

Compensation
Actually Paid
to Non-PEO NEOs

 

2024

 

$

1,149,674

 

 

$

(489,237

)

 

$

578,051

 

 

$

1,238,488

 

2023

 

$

1,412,840

 

 

$

(875,334

)

 

$

178,110

 

 

$

715,616

 

2022

 

$

1,527,871

 

 

$

(788,918

)

 

$

706,421

 

 

$

1,445,374

 
(a)
Represents the average of the amounts reported in the Option Awards column in the Summary Compensation Table for the applicable year.
(b)
Represents the equity average award adjustments (deductions and additions) for our Non-PEO NEO(s) equity awards for the applicable year calculated as follows:

Year

 

Year-End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted
During the
Year

 

 

Year-over-Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year

 

 

Change in the
Fair Value from Prior Fiscal Year End to Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Prior Year End Fair Value for Equity Awards Granted in Prior Years that were Forfeited During the Year

 

 

Total Equity
Award
Adjustments

 

2024

 

$

466,599

 

 

$

(2,558

)

 

$

119,271

 

 

$

(5,261

)

 

 

-

 

 

$

578,051

 

2023

 

$

113,935

 

 

$

(536

)

 

$

76,474

 

 

$

(8,675

)

 

$

(3,088

)

 

$

178,110

 

2022

 

$

480,268

 

 

$

(22,448

)

 

$

293,960

 

 

$

(45,359

)

 

 

-

 

 

$

706,421

 
(4)
Total Shareholder Return (“TSR”) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021.
    
Named Executive Officers, Footnote
(1)
Dr. Quay is our PEO for 2024, 2023 and 2022. Ms. Rees is the only Non-PEO NEO for 2024. Kyle Guse, Former Chief Financial Officer, Greg Weaver, Former Chief Financial Officer, and Ms. Rees are the Non-PEO NEOs for 2023. Mr. Guse is the only Non-PEO NEO for 2022.
    
PEO Total Compensation Amount $ 2,764,082 $ 2,356,220 $ 3,160,876
PEO Actually Paid Compensation Amount $ 3,018,458 2,653,763 2,971,123
Adjustment To PEO Compensation, Footnote
(2)
The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC regulation S-K. The dollar amounts reported do not reflect actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO. In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

 

Summary
Compensation
Table Total
for PEO

 

 

Equity Awards
in SCT (A)

 

 

Equity Award
Adjustments (B)

 

 

Compensation
Actually Paid
to PEO

 

2024

 

$

2,764,082

 

 

$

(1,490,639

)

 

$

1,745,015

 

 

$

3,018,458

 

2023

 

$

2,356,220

 

 

$

(1,143,927

)

 

$

1,441,470

 

 

$

2,653,763

 

2022

 

$

3,160,876

 

 

$

(2,019,697

)

 

$

1,829,944

 

 

$

2,971,123

 
(a)
Represents the amounts reported in the Option Awards column in the Summary Compensation Table (“SCT”) for the applicable year.
(b)
Represents the equity award adjustments (deductions and additions) for PEO equity awards for each applicable year calculated as follows:

Year

 

Year-End
Fair Value
of Outstanding
and Unvested
Equity Awards
Granted
During
the Year

 

 

Year-over-Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value
as of Vesting
Date of Equity
Awards Granted
and Vested
in the Year

 

 

Change in the
Fair Value from Prior Fiscal Year End to Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Total Equity
Award
Adjustments

 

2024

 

$

1,418,914

 

 

$

(8,325

)

 

$

370,608

 

 

$

(36,182

)

 

$

1,745,015

 

2023

 

$

1,093,739

 

 

$

(15,321

)

 

$

428,413

 

 

$

(65,361

)

 

$

1,441,470

 

2022

 

$

1,226,109

 

 

$

(50,510

)

 

$

755,829

 

 

$

(101,484

)

 

$

1,829,944

 

 

    
Non-PEO NEO Average Total Compensation Amount $ 1,149,674 1,412,840 1,527,871
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,238,488 715,616 1,445,374
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The table below shows CAP for the Non-PEO NEO(s), as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEO(s) during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEO(s). In accordance with SEC rules, these amounts reflect the “Total” compensation as set forth in the Summary Compensation Table for the applicable year, on average, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

 

Summary
Compensation
Table Total
for Non-PEO
NEOs

 

 

Equity Awards
in SCT (A)

 

 

Equity Award
Adjustments (B)

 

 

Compensation
Actually Paid
to Non-PEO NEOs

 

2024

 

$

1,149,674

 

 

$

(489,237

)

 

$

578,051

 

 

$

1,238,488

 

2023

 

$

1,412,840

 

 

$

(875,334

)

 

$

178,110

 

 

$

715,616

 

2022

 

$

1,527,871

 

 

$

(788,918

)

 

$

706,421

 

 

$

1,445,374

 
(a)
Represents the average of the amounts reported in the Option Awards column in the Summary Compensation Table for the applicable year.
(b)
Represents the equity average award adjustments (deductions and additions) for our Non-PEO NEO(s) equity awards for the applicable year calculated as follows:

Year

 

Year-End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted
During the
Year

 

 

Year-over-Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years

 

 

Fair Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year

 

 

Change in the
Fair Value from Prior Fiscal Year End to Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year

 

 

Prior Year End Fair Value for Equity Awards Granted in Prior Years that were Forfeited During the Year

 

 

Total Equity
Award
Adjustments

 

2024

 

$

466,599

 

 

$

(2,558

)

 

$

119,271

 

 

$

(5,261

)

 

 

-

 

 

$

578,051

 

2023

 

$

113,935

 

 

$

(536

)

 

$

76,474

 

 

$

(8,675

)

 

$

(3,088

)

 

$

178,110

 

2022

 

$

480,268

 

 

$

(22,448

)

 

$

293,960

 

 

$

(45,359

)

 

 

-

 

 

$

706,421

 
   
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

img97312702_3.jpg

    
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Loss

 

img97312702_4.jpg

    
Total Shareholder Return Amount $ 2 (7) (44)
Net Income (Loss) $ (25,504,000) $ (30,094,000) $ (26,960,000)
PEO Name Dr. Quay Dr. Quay Dr. Quay
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,490,639) $ (1,143,927) $ (2,019,697)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,745,015 1,441,470 1,829,944
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,418,914 1,093,739 1,226,109
PEO | 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 (8,325) (15,321) (50,510)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 370,608 428,413 755,829
PEO | 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 (36,182) (65,361) (101,484)
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 (489,237) (875,334) (788,918)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 578,051 178,110 706,421
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 466,599 113,935 480,268
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 (2,558) (536) (22,448)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 119,271 76,474 293,960
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 (5,261) (8,675) (45,359)
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 $ 0 $ (3,088) $ 0