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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

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, we are providing information about the relationship between executive compensation actually paid to our PEO and the other named executive officers (as calculated in accordance with Item 402(v) of Regulation S-K).

Pay-Versus-Performance Table

 

Year

 

 

Summary
Compensation
Table Total
for First PEO(1)
($)

 

 

Summary
Compensation
Table Total
for Second PEO(1)
($)

 

 

Summary
Compensation
Table Total
for Third PEO(1)
($)

 

 

Compensation
Actually Paid
to First PEO (1),(2),(3)
($)

 

 

Compensation
Actually Paid
to Second PEO (1),(2),(3)
($)

 

 

Compensation
Actually Paid
to Third PEO (1),(2),(3)
($)

 

 

Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers(1)
($)

 

 

Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(1)(2)(3)
($)

 

 

Value of
Initial Fixed
$100
Investment
based on
TSR(4)
($)

 

 

Net
Income
(Loss)
($ millions)

 

 

2024

 

 

 

—

 

 

 

758,139

 

 

 

6,003,238

 

 

 

—

 

 

 

708,392

 

 

 

2,086,532

 

 

 

2,201,749

 

 

 

2,013,072

 

 

 

15.17

 

 

 

(47.7

)

 

2023

 

 

 

1,804,303

 

 

 

786,463

 

 

 

—

 

 

 

1,152,826

 

 

 

610,490

 

 

 

—

 

 

 

728,062

 

 

 

570,724

 

 

 

48.25

 

 

 

(53.7

)

 

(1)
Albert Seymour, Ph.D. (“First PEO”) and Paul Alloway, Ph.D., J.D. (“Second PEO”) were our PEOs for 2023, while Paul Alloway, Ph.D., J.D. (“Second PEO”) and Jodie Morrison (“Third PEO”) were our PEOs for 2024. Albert Seymour and Paul Alloway were PEOs of Homology prior to the Merger. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. The Non-PEO named executive officers for 2023 were named executive officers of Homology prior to the Merger.

 

2023

2024

Charles Michaud, Jr.

Lee Kalowski

W. Bradford Smith

Jason Campagna, M.D., Ph.D.

Julie Jordan, M.D.

 
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO named executive officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

 

Summary
Compensation
Table Total
for First PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for First PEO
($)

 

 

Inclusion of Equity Values
for First PEO
($)

 

 

Compensation
Actually Paid
to First PEO
($)

 

2023

 

 

1,804,303

 

 

 

(915,753

)

 

 

264,276

 

 

 

1,152,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

758,139

 

 

 

—

 

 

 

(49,747

)

 

 

708,392

 

2023

 

 

786,463

 

 

 

(217,089

)

 

 

41,116

 

 

 

610,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

6,003,238

 

 

 

(5,142,498

)

 

 

1,225,792

 

 

 

2,086,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Inclusion of
Equity Values
for Non-PEO
Named
Executive
Officers
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

2,201,749

 

 

 

(1,512,392

)

 

 

1,323,715

 

 

 

2,013,072

 

2023

 

 

728,062

 

 

 

(194,182

)

 

 

36,844

 

 

 

570,724

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
First PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
First PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
($)

 

 

Total -
Inclusion of
Equity Values for
First PEO
($)

 

2023

 

 

234,442

 

 

 

(75,686

)

 

 

123,715

 

 

 

(18,195

)

 

 

—

 

 

 

264,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Second PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Second PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Second PEO
($)

 

2024

 

 

—

 

 

 

1

 

 

 

—

 

 

 

12,707

 

 

 

(62,455

)

 

 

(49,747

)

2023

 

 

65,503

 

 

 

(45,429

)

 

 

27,674

 

 

 

(6,632

)

 

 

—

 

 

 

41,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Third PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Third PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Third PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Third PEO
($)

 

2024

 

 

995,714

 

 

 

(964,115

)

 

 

—

 

 

 

1,194,193

 

 

 

—

 

 

 

1,225,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Non-PEO Named
Executive Officers
($)

 

 

Average
Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Total -
Average
Inclusion of
Equity Values for
Non-PEO Named
Executive Officers
($)

 

2024

 

 

233,460

 

 

 

(31,430

)

 

 

917,550

 

 

 

204,135

 

 

 

—

 

 

 

1,323,715

 

2023

 

 

47,016

 

 

 

(27,829

)

 

 

26,882

 

 

 

(7,076

)

 

 

(2,149

)

 

 

36,844

 

 

(4)
The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year, in the Company. Historical stock performance is not necessarily indicative of future stock performance. Stock price reflects the performance of Homology stock prior to the Merger and, on and following the Merger, reflects our stock price.
(5)
The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year.
  
Company Selected Measure Name NetIncome(Loss)  
Named Executive Officers, Footnote
(1)
Albert Seymour, Ph.D. (“First PEO”) and Paul Alloway, Ph.D., J.D. (“Second PEO”) were our PEOs for 2023, while Paul Alloway, Ph.D., J.D. (“Second PEO”) and Jodie Morrison (“Third PEO”) were our PEOs for 2024. Albert Seymour and Paul Alloway were PEOs of Homology prior to the Merger. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. The Non-PEO named executive officers for 2023 were named executive officers of Homology prior to the Merger.

 

2023

2024

Charles Michaud, Jr.

Lee Kalowski

W. Bradford Smith

Jason Campagna, M.D., Ph.D.

Julie Jordan, M.D.

 
 
Adjustment To PEO Compensation, Footnote Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

 

Summary
Compensation
Table Total
for First PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for First PEO
($)

 

 

Inclusion of Equity Values
for First PEO
($)

 

 

Compensation
Actually Paid
to First PEO
($)

 

2023

 

 

1,804,303

 

 

 

(915,753

)

 

 

264,276

 

 

 

1,152,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

758,139

 

 

 

—

 

 

 

(49,747

)

 

 

708,392

 

2023

 

 

786,463

 

 

 

(217,089

)

 

 

41,116

 

 

 

610,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

6,003,238

 

 

 

(5,142,498

)

 

 

1,225,792

 

 

 

2,086,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Inclusion of
Equity Values
for Non-PEO
Named
Executive
Officers
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

2,201,749

 

 

 

(1,512,392

)

 

 

1,323,715

 

 

 

2,013,072

 

2023

 

 

728,062

 

 

 

(194,182

)

 

 

36,844

 

 

 

570,724

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
First PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
First PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
($)

 

 

Total -
Inclusion of
Equity Values for
First PEO
($)

 

2023

 

 

234,442

 

 

 

(75,686

)

 

 

123,715

 

 

 

(18,195

)

 

 

—

 

 

 

264,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Second PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Second PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Second PEO
($)

 

2024

 

 

—

 

 

 

1

 

 

 

—

 

 

 

12,707

 

 

 

(62,455

)

 

 

(49,747

)

2023

 

 

65,503

 

 

 

(45,429

)

 

 

27,674

 

 

 

(6,632

)

 

 

—

 

 

 

41,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Third PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Third PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Third PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Third PEO
($)

 

2024

 

 

995,714

 

 

 

(964,115

)

 

 

—

 

 

 

1,194,193

 

 

 

—

 

 

 

1,225,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Non-PEO Named
Executive Officers
($)

 

 

Average
Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Total -
Average
Inclusion of
Equity Values for
Non-PEO Named
Executive Officers
($)

 

2024

 

 

233,460

 

 

 

(31,430

)

 

 

917,550

 

 

 

204,135

 

 

 

—

 

 

 

1,323,715

 

2023

 

 

47,016

 

 

 

(27,829

)

 

 

26,882

 

 

 

(7,076

)

 

 

(2,149

)

 

 

36,844

 
 
Non-PEO NEO Average Total Compensation Amount $ 2,201,749 $ 728,062
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,013,072 570,724
Adjustment to Non-PEO NEO Compensation Footnote Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

 

Year

 

Summary
Compensation
Table Total
for First PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for First PEO
($)

 

 

Inclusion of Equity Values
for First PEO
($)

 

 

Compensation
Actually Paid
to First PEO
($)

 

2023

 

 

1,804,303

 

 

 

(915,753

)

 

 

264,276

 

 

 

1,152,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

758,139

 

 

 

—

 

 

 

(49,747

)

 

 

708,392

 

2023

 

 

786,463

 

 

 

(217,089

)

 

 

41,116

 

 

 

610,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Summary
Compensation
Table Total
for Second PEO
($)

 

 

Exclusion of Stock Awards and
Option Awards for Second PEO
($)

 

 

Inclusion of Equity Values
for Second PEO
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

6,003,238

 

 

 

(5,142,498

)

 

 

1,225,792

 

 

 

2,086,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Exclusion of
Stock Awards and
Option Awards
for Non-PEO
Named
Executive
Officers
($)

 

 

Average Inclusion of
Equity Values
for Non-PEO
Named
Executive
Officers
($)

 

 

Compensation
Actually Paid
to Second PEO
($)

 

2024

 

 

2,201,749

 

 

 

(1,512,392

)

 

 

1,323,715

 

 

 

2,013,072

 

2023

 

 

728,062

 

 

 

(194,182

)

 

 

36,844

 

 

 

570,724

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
First PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
First PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
First PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
First PEO
($)

 

 

Total -
Inclusion of
Equity Values for
First PEO
($)

 

2023

 

 

234,442

 

 

 

(75,686

)

 

 

123,715

 

 

 

(18,195

)

 

 

—

 

 

 

264,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Second PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Second PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Second PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Second PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Second PEO
($)

 

2024

 

 

—

 

 

 

1

 

 

 

—

 

 

 

12,707

 

 

 

(62,455

)

 

 

(49,747

)

2023

 

 

65,503

 

 

 

(45,429

)

 

 

27,674

 

 

 

(6,632

)

 

 

—

 

 

 

41,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Third PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Third PEO
($)

 

 

Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Third PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Third PEO
($)

 

 

Total -
Inclusion of
Equity Values for
Third PEO
($)

 

2024

 

 

995,714

 

 

 

(964,115

)

 

 

—

 

 

 

1,194,193

 

 

 

—

 

 

 

1,225,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Year-End Fair Value
of Equity Awards
Granted During Year
That Remained
Unvested as of Last
Day of Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for
Non-PEO Named
Executive Officers
($)

 

 

Average
Vesting-Date
Fair Value of
Equity Awards
Granted During Year
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity Awards
that Vested During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Average
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited During
Year for
Non-PEO Named
Executive Officers
($)

 

 

Total -
Average
Inclusion of
Equity Values for
Non-PEO Named
Executive Officers
($)

 

2024

 

 

233,460

 

 

 

(31,430

)

 

 

917,550

 

 

 

204,135

 

 

 

—

 

 

 

1,323,715

 

2023

 

 

47,016

 

 

 

(27,829

)

 

 

26,882

 

 

 

(7,076

)

 

 

(2,149

)

 

 

36,844

 
 
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and the Company’s cumulative TSR over the two most recently completed fiscal years.

 

img227821128_2.jpg

  
Compensation Actually Paid vs. Net Income

Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and our net income (loss) during the two most recently completed fiscal years.

 

img227821128_3.jpg

  
Total Shareholder Return Amount $ 1,517 4,825
Net Income (Loss) $ (47,700,000) (53,700,000)
Additional 402(v) Disclosure
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
  
Albert Seymour, Ph.D. [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount $ 0 1,804,303
PEO Actually Paid Compensation Amount 0 $ 1,152,826
PEO Name   Albert Seymour, Ph.D.
Albert Seymour, Ph.D. [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   $ (915,753)
Albert Seymour, Ph.D. [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   264,276
Albert Seymour, Ph.D. [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   234,442
Albert Seymour, Ph.D. [Member] | 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   (75,686)
Albert Seymour, Ph.D. [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   123,715
Albert Seymour, Ph.D. [Member] | 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   (18,195)
Albert Seymour, Ph.D. [Member] | 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
Paul Alloway, Ph.D., J.D. [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 758,139 786,463
PEO Actually Paid Compensation Amount $ 708,392 $ 610,490
PEO Name Paul Alloway, Ph.D., J.D. Paul Alloway, Ph.D., J.D.
Paul Alloway, Ph.D., J.D. [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ (217,089)
Paul Alloway, Ph.D., J.D. [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (49,747) 41,116
Paul Alloway, Ph.D., J.D. [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 65,503
Paul Alloway, Ph.D., J.D. [Member] | 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 1 (45,429)
Paul Alloway, Ph.D., J.D. [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 27,674
Paul Alloway, Ph.D., J.D. [Member] | 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 12,707 (6,632)
Paul Alloway, Ph.D., J.D. [Member] | 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 (62,455) 0
Jodie Morrison [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 6,003,238 0
PEO Actually Paid Compensation Amount $ 2,086,532 0
PEO Name Jodie Morrison  
Jodie Morrison [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (5,142,498)  
Jodie Morrison [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,225,792  
Jodie Morrison [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 995,714  
Jodie Morrison [Member] | 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 (964,115)  
Jodie Morrison [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Jodie Morrison [Member] | 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 1,194,193  
Jodie Morrison [Member] | 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  
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 (1,512,392) (194,182)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,323,715 36,844
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 233,460 47,016
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 (31,430) (27,829)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 917,550 26,882
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 204,135 (7,076)
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 $ (2,149)