XML 14 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
The following table discloses additional compensation information of (i) our Chief Executive Officer and (ii) all other named executive officers (the "Other NEOs"), including “compensation actually paid” during the specified years alongside total shareholder return ("TSR") and net income metrics:
Value of initial fixed $100 investment based on:
Year(1)
Summary compensation table total for CEO
($)
Compensation actually paid to CEO(2)(3)
($)
Average summary compensation table
total for Other NEOs
($)
Average Compensation actually paid to Other
NEOs(2)(4)
($)
Total shareholder return(5)
($)
Peer group total shareholder return(5)
($)
Net income(6)
($ millions)
202310,120,945 7,480,720 4,193,925 2,953,574 194.36 94.37 (307)
20229,048,432 (2,065,105)4,191,618 (2,394,074)204.75 87.61 (267)
20219,483,339 14,577,932 5,939,512 7,091,681 400.69 117.83 53 
20205,685,664 12,015,409 5,363,707 10,455,559 257.03 148.03 (123)
     
Named Executive Officers, Footnote Our Chief Executive Officer for each of the years presented was Dr. Rosen. Our Other NEOs for 2023 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2022 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett and Dimitry Nuyten. Our Other NEOs for 2021 were Robert C. Goeltz, Juan Jaen, Jennifer Jarrett, Carolyn Tang and William Grossman. Our Other NEOs for 2020 were Jennifer Jarrett and William Grossman.      
Peer Group Issuers, Footnote TSR figures assume an initial investment in our common stock of $100 on December 31, 2019. The peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P Biotechnology Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 27.      
PEO Total Compensation Amount $ 10,120,945 $ 9,048,432 $ 9,483,339 $ 5,685,664
PEO Actually Paid Compensation Amount $ 7,480,720 (2,065,105) 14,577,932 12,015,409
Adjustment To PEO Compensation, Footnote Fair value or change in fair value, as applicable, of equity awards in the "compensation actually paid" columns was determined by reference to (i) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price and (ii) for stock options, the fair value estimated using a binomial lattice model as of the applicable year-end or vesting date(s). Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date.
(3)The adjustments made to the summary compensation table total for Dr. Rosen for each year presented above to determine compensation actually paid to Dr. Rosen in such year are shown in the tables below:
2023202220212020
Summary compensation table total10,120,945 9,048,432 9,483,339 5,685,664 
Less, value of stock & option awards(8,909,833)(8,292,320)(8,548,858)(5,356,475)
Plus year-end value of awards granted in fiscal year that are unvested and outstanding5,634,249 3,788,462 7,142,260 7,893,097 
Plus change in fair value of prior year awards that are outstanding and unvested(573,908)(5,490,389)3,923,736 1,828,423 
Plus FMV as of the vesting date of awards granted this year and that vested this year1,648,267 1,608,814 1,783,385 1,108,163 
Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year(439,000)(2,728,104)794,070 856,537 
Total adjustments(2,640,225)(11,113,537)5,094,593 6,329,745 
Compensation actually paid to CEO7,480,720 (2,065,105)14,577,932 12,015,409 
     
Non-PEO NEO Average Total Compensation Amount $ 4,193,925 4,191,618 5,939,512 5,363,707
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,953,574 (2,394,074) 7,091,681 10,455,559
Adjustment to Non-PEO NEO Compensation Footnote The adjustments made to the average summary compensation table total for Other NEOs for each year presented above to determine average compensation actually paid to Other-NEOs in such year are shown in the tables below:
2023202220212020
Summary compensation table total4,193,925 4,191,618 5,939,512 5,363,707 
Less, value of stock & option awards(3,364,997)(3,444,851)(5,298,516)(4,864,788)
Plus year-end value of awards granted in fiscal year that are unvested and outstanding2,127,890 1,848,729 3,797,282 6,969,591 
Plus change in fair value of prior year awards that are outstanding and unvested(367,886)(4,050,985)2,678,504 1,656,950 
Plus FMV as of the vesting date of awards granted this year and that vested this year622,491 528,662 1,094,353 509,856 
Plus change as of the vesting date in fair value (from prior year-end) of prior year awards that vested this year(257,849)(1,467,247)678,367 820,243 
Less, prior year fair value of prior year awards that failed to vest this year— — (1,827,217)— 
Plus adjustments for stock modification— — 29,396 — 
Total adjustments(1,240,351)(6,585,692)1,152,169 5,091,852 
Compensation actually paid to Other NEOs2,953,574 (2,394,074)7,091,681 10,455,559 
     
Compensation Actually Paid vs. Total Shareholder Return
The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table and (ii) the net income/loss and total shareholder return for the corresponding years:
3806
     
Compensation Actually Paid vs. Net Income
The graphs below show the relationship between (i) the compensation actually paid to both our Chief Executive Officer and the Other NEOs for the years set forth in the Pay versus Performance Table and (ii) the net income/loss and total shareholder return for the corresponding years:
3804
     
Total Shareholder Return Vs Peer Group TSR figures assume an initial investment in our common stock of $100 on December 31, 2019.      
Total Shareholder Return Amount $ 194.36 204.75 400.69 257.03
Peer Group Total Shareholder Return Amount 94.37 87.61 117.83 148.03
Net Income (Loss) $ (307,000,000) $ (267,000,000) $ 53,000,000 (123,000,000)
PEO Name Dr. Rosen Dr. Rosen Dr. Rosen  
Additional 402(v) Disclosure Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.
Analysis of the Information Presented in the Pay versus Performance Table
As described above under “Compensation Discussion and Analysis,” our executive compensation program is built around a pay-for-performance framework. While we utilize various performance measures to align executive compensation with company performance, these measures are focused on the clinical development of our investigational products and, as such, are non-financial in nature. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. As a result, we do not have a financial performance measure as described in Item 402(v)(2)(vi) of Regulation S-K to link compensation actually paid to our performance. The most important performance measures that we use to link executive compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance are as follows:
Expansion of our co-development programs with our strategic partners;
Initiation of new registrational trials;
Demonstrating proof of concept for investigational products;
Nomination of new development candidates; and
Efficient utilization of our resources in the advancement and execution of our clinical programs and pipeline.
     
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,640,225) $ (11,113,537) $ 5,094,593 6,329,745
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (8,909,833) (8,292,320) (8,548,858) (5,356,475)
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 5,634,249 3,788,462 7,142,260 7,893,097
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 (573,908) (5,490,389) 3,923,736 1,828,423
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,648,267 1,608,814 1,783,385 1,108,163
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 (439,000) (2,728,104) 794,070 856,537
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,240,351) (6,585,692) 1,152,169 5,091,852
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 (3,364,997) (3,444,851) (5,298,516) (4,864,788)
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 2,127,890 1,848,729 3,797,282 6,969,591
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 (367,886) (4,050,985) 2,678,504 1,656,950
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 622,491 528,662 1,094,353 509,856
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 (257,849) (1,467,247) 678,367 820,243
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 (1,827,217) 0
Non-PEO NEO | Plus Adj for Stock Modification [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 29,396 $ 0