XML 19 R2.htm IDEA: XBRL DOCUMENT v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 36 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2025
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Required Tabular Disclosure of Pay Versus Performance

 

The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO Named Executive Officers" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.

 

 

Year

Summary Compensation Table Total for PEO(1)

Compensation Actually Paid to PEO(2)

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

Average Compensation Actually Paid for Non-PEO Named Executive Officers(3)

 

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

Net Income (Loss)

2025 4,310,624 11,841,327 1,184,629 2,083,905 $264.04 $(153,494,000)

2024

4,149,858

1,943,517

1,231,158

913,979

$120.07 $(126,874,000)

2023

4,639,590 6,316,189 1,434,365 1,958,801 $169.11 $(102,244,000)

 

     
PEO Total Compensation Amount $ 4,310,624 $ 4,149,858 $ 4,639,590  
PEO Actually Paid Compensation Amount $ 11,841,327 1,943,517 6,316,189  
Adjustment To PEO Compensation, Footnote
(1) Elizabeth Barrett, our President and Chief Executive Officer, was our PEO for each year reported
(2)

The non-PEO named executive officers, for each year reported were as follows:

  2025: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer
  2024: Chris Degnan, our Chief Financial Officer; Jason Smith, our General Counsel and Chief Compliance Officer; and Don Kim, our former Chief Financial Officer
  2023: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer
(3)

 

For fiscal year 2025, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2025, computed in accordance with Item 402(v) of Regulation S-K:

 

 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,122,211) (660,600)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

-

-

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

4,514,275

1,405,200

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

5,144,729

809,218

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

23,910

244,734

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

7,530,704

1,798,552

 

 

For fiscal year 2024, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

 
 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,751,111)

(1,071,230)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

-

(695,294)

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

1,866,200

1,267,052

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

(1,401,192)

(459,291)

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

79,762

7,227

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

(2,206,341)

(951,536)

 

For fiscal year 2023, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

 

 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,464,250)

(896,250)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

(836,533)

(468,459)

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

3,982,234

1,885,051

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

859,009

286,886

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

136,140

241,644

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

1,676,600

1,048,873

 

(4)

Total shareholder return (“TSR”) is calculated as the difference between the Company’s share price at the beginning and the end of the measurement period, divided by the Company’s share price at the beginning of the measurement period.

     
Non-PEO NEO Average Total Compensation Amount $ 1,184,629 1,231,158 1,434,365  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,083,905 913,979 1,958,801  
Adjustment to Non-PEO NEO Compensation Footnote
(1) Elizabeth Barrett, our President and Chief Executive Officer, was our PEO for each year reported
(2)

The non-PEO named executive officers, for each year reported were as follows:

  2025: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer
  2024: Chris Degnan, our Chief Financial Officer; Jason Smith, our General Counsel and Chief Compliance Officer; and Don Kim, our former Chief Financial Officer
  2023: Mark Schoenberg, our Chief Medical Officer; and Jason Smith, our General Counsel and Chief Compliance Officer
(3)

 

For fiscal year 2025, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2025, computed in accordance with Item 402(v) of Regulation S-K:

 

 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,122,211) (660,600)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

-

-

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

4,514,275

1,405,200

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

5,144,729

809,218

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

23,910

244,734

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

7,530,704

1,798,552

 

 

For fiscal year 2024, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

 
 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,751,111)

(1,071,230)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

-

(695,294)

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

1,866,200

1,267,052

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

(1,401,192)

(459,291)

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

79,762

7,227

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

(2,206,341)

(951,536)

 

For fiscal year 2023, the Compensation Actually Paid to the PEO and the average Compensation Actually Paid to the non-PEO named executive officers reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2023, computed in accordance with Item 402(v) of Regulation S-K:

 

 

Adjustments to Determine Compensation Actually Paid for PEO

Adjustments to Determine Compensation Actually Paid for Non-PEO Named Executive Officers

Deduction for Amounts Reported under the "Stock Awards" Column in the SCT

(2,464,250)

(896,250)

Deduction for Amounts Reported under the "Option Awards" Columns in the SCT

(836,533)

(468,459)

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

3,982,234

1,885,051

Increase for Fair Value of Awards Granted during year that Vest during year

-   

-   

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year end

859,009

286,886

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

136,140

241,644

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

-   

-   

Increase based upon Incremental Fair Value of Awards Modified during year

-   

-   

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

-   

-   

Total Adjustments

1,676,600

1,048,873

 

(4)

Total shareholder return (“TSR”) is calculated as the difference between the Company’s share price at the beginning and the end of the measurement period, divided by the Company’s share price at the beginning of the measurement period.

     
Compensation Actually Paid vs. Total Shareholder Return

 

Relationship Between Compensation Actually Paid and Company Total Shareholder Return

 

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

 

tsrgraph.jpg
     
Compensation Actually Paid vs. Net Income

Relationship Between Compensation Actually Paid and Net Loss

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and our net loss during the three most recently completed fiscal years.

 

netincomegraph.jpg
 

The information provided above under the Item 402(v) Pay Versus Performance heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

 

 

 

     
Total Shareholder Return Amount $ 264.04 120.07 169.11  
Net Income (Loss) (153,494,000) (126,874,000) (102,244,000)  
PEO Name       Elizabeth Barrett
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,530,704 (2,206,341) 1,676,600  
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 4,514,275 1,866,200 3,982,234  
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 5,144,729 (1,401,192) 859,009  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
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 23,910 79,762 136,140  
PEO | 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 0 0  
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
PEO | Deduction for Amounts Reported under the Stock Awards Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,122,211) (2,751,111) (2,464,250)  
PEO | Deduction for Amounts Reported under the Option Awards Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 (836,533)  
PEO | Increase Based Upon Incremental Fair Value of Awards Modified During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,798,552 (951,536) 1,048,873  
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 1,405,200 1,267,052 1,885,051  
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 809,218 (459,291) 286,886  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
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 244,734 7,227 241,644  
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 0 0  
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
Non-PEO NEO | Deduction for Amounts Reported under the Stock Awards Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (660,600) (1,071,230) (896,250)  
Non-PEO NEO | Deduction for Amounts Reported under the Option Awards Column in the SCT [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 (695,294) (468,459)  
Non-PEO NEO | Increase Based Upon Incremental Fair Value of Awards Modified During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0