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Pay vs Performance Disclosure - USD ($)
1 Months Ended 4 Months Ended 7 Months Ended 12 Months Ended
Feb. 07, 2023
Dec. 31, 2023
Sep. 11, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
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 the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial and operational performances of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its compensation decisions for the 2024 fiscal year. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our named executive officers.

 

Year

 

Summary
Compensation
Table for
Mr. Garcia
(1)

 

 

Summary
Compensation
Table Total for
Mr. Mahoney
(1)

 

 

Summary
Compensation
Table Total for
Dr. Gardner
(1)

 

 

Compensation
Actually Paid to
Mr. Garcia
(2)

 

 

Compensation
Actually Paid to
Mr. Mahoney
(2)

 

 

Compensation
Actually Paid to
Dr. Gardner
(2)

 

2024

 

$

8,843,300

 

 

N/A

 

 

N/A

 

 

$

12,033,071

 

 

N/A

 

 

N/A

 

2023

 

$

496,022

 

 

$

1,656,676

 

 

$

667,649

 

 

$

343,583

 

 

$

1,619,484

 

 

$

507,070

 

2022

 

N/A

 

 

N/A

 

 

$

1,654,848

 

 

N/A

 

 

N/A

 

 

$

3,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

Average
Summary
Compensation
Table Total for
Non-PEO NEOs
Officer
 
(3)

 

 

Average
Compensation
Actually Paid to
Non-PEO
NEOs
(2)

 

 

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

 

 

Net Income/(Loss)
($ in thousands)
(5)

 

 

 

 

 

 

 

2024

 

$

4,018,706

 

 

$

4,945,979

 

 

$

30.76

 

 

$

(84,969

)

 

 

 

 

 

 

2023

 

$

841,814

 

 

$

794,735

 

 

$

14.67

 

 

$

(43,545

)

 

 

 

 

 

 

2022

 

$

1,065,057

 

 

$

24,766

 

 

$

8.92

 

 

$

(28,476

)

 

 

 

 

 

 

 

(1)
During fiscal years 2022 through 2024, the following individuals served as “principal executive officer” during the time periods set forth below (collectively, our “PEOs”):

Name

Dates as PEO During Fiscal Years 2022 through 2024

Jason Gardner, D.Phil.

January 1, 2022 through February 7, 2023

Stephen Mahoney

February 7, 2023 through September 11, 2023

Mr. Garcia

September 11, 2023 through December 31, 2024

 

The dollar amounts reported in these columns represent the amount of total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs. Please refer to “Executive Compensation—Summary Compensation Table” above.

(2)
The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs and the average “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each 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. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs or non-PEO NEOs during the applicable fiscal year.

 

 

Mr. Garcia
2024

 

 

Average Non-PEO NEOs
2024

 

Summary Compensation Table Total

 

 

8,843,300

 

 

 

4,018,706

 

Subtract, value of “Option Awards” reported in Summary Compensation Table

 

 

(7,899,500

)

 

 

(3,346,666

)

Add, year-end fair value of outstanding and unvested equity awards granted in the year

 

 

6,784,014

 

 

 

2,847,326

 

Add year-over-year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

906,275

 

 

 

294,909

 

Add, fair value as of vesting date of equity awards granted and vested in the year

 

 

1,948,088

 

 

 

823,771

 

Add, change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year

 

 

1,450,894

 

 

 

307,933

 

Compensation actually paid

 

$

12,033,071

 

 

$

4,945,979

 

 

(3)
The dollar amounts reported in this column represent the average of the total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs as a group (excluding our PEOs), which includes: (i) for 2024, Mr. Savitz and Dr. Randhawa, (ii) for 2023, Mr. Savitz, Dr. Randhawa, Thomas Beetham and Lisa Olson, and (iii) for 2022, Mr. Mahoney, Dr. Olson and Jeffrey Humphrey, M.D.
(4)
Cumulative total stockholder return (“TSR”) is calculated by dividing the difference between our stock price at the end of the applicable measurement period and the beginning of the measurement period by our stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021.
The dollar amounts reported represent the amount of net income (loss) reflected in our audited consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2024 and 2023.
   
Named Executive Officers, Footnote      
(1)
During fiscal years 2022 through 2024, the following individuals served as “principal executive officer” during the time periods set forth below (collectively, our “PEOs”):

Name

Dates as PEO During Fiscal Years 2022 through 2024

Jason Gardner, D.Phil.

January 1, 2022 through February 7, 2023

Stephen Mahoney

February 7, 2023 through September 11, 2023

Mr. Garcia

September 11, 2023 through December 31, 2024

 

The dollar amounts reported in these columns represent the amount of total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs. Please refer to “Executive Compensation—Summary Compensation Table” above.

(3)
The dollar amounts reported in this column represent the average of the total compensation, as disclosed in the Summary Compensation Table for the applicable year, for our NEOs as a group (excluding our PEOs), which includes: (i) for 2024, Mr. Savitz and Dr. Randhawa, (ii) for 2023, Mr. Savitz, Dr. Randhawa, Thomas Beetham and Lisa Olson, and (iii) for 2022, Mr. Mahoney, Dr. Olson and Jeffrey Humphrey, M.D.
   
Adjustment To PEO Compensation, Footnote      

 

 

Mr. Garcia
2024

 

 

Average Non-PEO NEOs
2024

 

Summary Compensation Table Total

 

 

8,843,300

 

 

 

4,018,706

 

Subtract, value of “Option Awards” reported in Summary Compensation Table

 

 

(7,899,500

)

 

 

(3,346,666

)

Add, year-end fair value of outstanding and unvested equity awards granted in the year

 

 

6,784,014

 

 

 

2,847,326

 

Add year-over-year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

906,275

 

 

 

294,909

 

Add, fair value as of vesting date of equity awards granted and vested in the year

 

 

1,948,088

 

 

 

823,771

 

Add, change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year

 

 

1,450,894

 

 

 

307,933

 

Compensation actually paid

 

$

12,033,071

 

 

$

4,945,979

 

   
Non-PEO NEO Average Total Compensation Amount       $ 4,018,706 $ 841,814 $ 1,065,057
Non-PEO NEO Average Compensation Actually Paid Amount       $ 4,945,979 794,735 24,766
Adjustment to Non-PEO NEO Compensation Footnote      

 

 

Mr. Garcia
2024

 

 

Average Non-PEO NEOs
2024

 

Summary Compensation Table Total

 

 

8,843,300

 

 

 

4,018,706

 

Subtract, value of “Option Awards” reported in Summary Compensation Table

 

 

(7,899,500

)

 

 

(3,346,666

)

Add, year-end fair value of outstanding and unvested equity awards granted in the year

 

 

6,784,014

 

 

 

2,847,326

 

Add year-over-year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

906,275

 

 

 

294,909

 

Add, fair value as of vesting date of equity awards granted and vested in the year

 

 

1,948,088

 

 

 

823,771

 

Add, change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year

 

 

1,450,894

 

 

 

307,933

 

Compensation actually paid

 

$

12,033,071

 

 

$

4,945,979

 

   
Compensation Actually Paid vs. Total Shareholder Return      

img209434643_3.jpg

   
Compensation Actually Paid vs. Net Income      

img209434643_3.jpg

   
Total Shareholder Return Amount       $ 30.76 14.67 8.92
Net Income (Loss)       (84,969,000) $ (43,545,000) (28,476,000)
Dr. Jason Gardner [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 667,649         1,654,848
PEO Actually Paid Compensation Amount $ 507,070         $ 3,783
PEO Name Jason Gardner, D.Phil.         Jason Gardner, D.Phil.
Stephen Mahoney [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 1,656,676      
PEO Actually Paid Compensation Amount     $ 1,619,484      
PEO Name     Stephen Mahoney      
Marino Garcia [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount   $ 496,022   8,843,300    
PEO Actually Paid Compensation Amount   $ 343,583   $ 12,033,071    
PEO Name   Mr. Garcia   Mr. Garcia    
PEO | Marino Garcia [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       $ (7,899,500)    
PEO | Marino Garcia [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       6,784,014    
PEO | Marino Garcia [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       906,275    
PEO | Marino Garcia [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       1,948,088    
PEO | Marino Garcia [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       1,450,894    
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       (3,346,666)    
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       2,847,326    
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       294,909    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       823,771    
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       $ 307,933