XML 18 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021 and 2022, and our financial performance for each such fiscal year:
Year
Summary
Compensation
Table Total
for PEO
($)
Compensation
Actually Paid
to PEO
($)(1)(2)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)(1)(2)
Value of Initial Fixed $100
Investment Based on:
Net
Income
($)
Net Product Revenues(5)
Total
Shareholder
Return
($)(3)
Peer Group
Total
Shareholder
Return
($)(4)
2022
514,752
2,943,454
748,069
3,061,521
149
100
181,468
437,855
2021
885,554
1,960,526
1,898,884
1,355,745
115
113
34,597
305,440
2020
3,230,734
6,392,545
2,701,663
2,288,058
98
113
(36,944)
159,742

(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Year
PEO
Non-PEO NEOs
2022
John C. Jacobs
Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks and Andrew Serafin
2021
John C. Jacobs
Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks, Andrew Serafin and Susan Drexler
2020
John C. Jacobs
Jeffrey Dayno and Jeffrey Dierks
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
 
2020
2021
2022
Adjustments
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
(2,296,436)
(2,093,189)
(1,304,260)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End
1,433,019
1,102,404
598,570
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
2,911,292
393,890
1,063,862
313,477
1,769,773
2,057,477
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
1,113,936
183,290
11,111
(31,857)
658,930
255,976
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
(119,069)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans
TOTAL ADJUSTMENTS
3,161,811
(413,605)
1,074,972
(543,139)
2,428,702
2,313,452
(2)
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 solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and an expected life equal to the lesser of the original expected life utilizing the simplified method or remaining life at each revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. We provide information regarding the assumptions used to calculate the valuation of the award in Note 15 to the consolidated financial statements included in the Annual Report on Form 10-K filed on February 21, 2023.
(3)
The starting point for calculating TSR for 2020 was August 19, 2020, the date of the Company’s initial public offering.
(4)
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Biotechnology Index, which is the same peer group used in Part II, Item 5 of our Form 10-K.
(5)
Net product revenues is a GAAP measure reported in the Company’s consolidated statements of operations and comprehensive income (loss).
   
Company Selected Measure Name Net Product Revenues    
Named Executive Officers, Footnote [Text Block]
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Year
PEO
Non-PEO NEOs
2022
John C. Jacobs
Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks and Andrew Serafin
2021
John C. Jacobs
Sandip Kapadia, Jeffrey Dayno, Jeffrey Dierks, Andrew Serafin and Susan Drexler
2020
John C. Jacobs
Jeffrey Dayno and Jeffrey Dierks
   
Peer Group Issuers, Footnote [Text Block]
(4)
For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Nasdaq Biotechnology Index, which is the same peer group used in Part II, Item 5 of our Form 10-K.
   
PEO Total Compensation Amount $ 514,752 $ 885,554 $ 3,230,734
PEO Actually Paid Compensation Amount $ 2,943,454 1,960,526 6,392,545
Adjustment To PEO Compensation, Footnote [Text Block]
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
 
2020
2021
2022
Adjustments
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
(2,296,436)
(2,093,189)
(1,304,260)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End
1,433,019
1,102,404
598,570
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
2,911,292
393,890
1,063,862
313,477
1,769,773
2,057,477
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
1,113,936
183,290
11,111
(31,857)
658,930
255,976
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
(119,069)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans
TOTAL ADJUSTMENTS
3,161,811
(413,605)
1,074,972
(543,139)
2,428,702
2,313,452
   
Non-PEO NEO Average Total Compensation Amount $ 748,069 1,898,884 2,701,663
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,061,521 1,355,745 2,288,058
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
 
2020
2021
2022
Adjustments
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
PEO
Average Non-
PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
(2,296,436)
(2,093,189)
(1,304,260)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End
1,433,019
1,102,404
598,570
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
2,911,292
393,890
1,063,862
313,477
1,769,773
2,057,477
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
1,113,936
183,290
11,111
(31,857)
658,930
255,976
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
(119,069)
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans
TOTAL ADJUSTMENTS
3,161,811
(413,605)
1,074,972
(543,139)
2,428,702
2,313,452
   
Equity Valuation Assumption Difference, Footnote [Text Block]
(2)
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 solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and an expected life equal to the lesser of the original expected life utilizing the simplified method or remaining life at each revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. We provide information regarding the assumptions used to calculate the valuation of the award in Note 15 to the consolidated financial statements included in the Annual Report on Form 10-K filed on February 21, 2023.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our net product revenues, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
TSR amounts reported in the graph assume an initial fixed investment of $100.
graphic
   
Compensation Actually Paid vs. Net Income [Text Block]
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our net product revenues, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
graphic
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our net product revenues, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
graphic
   
Total Shareholder Return Vs Peer Group [Text Block]
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our net product revenues, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
TSR amounts reported in the graph assume an initial fixed investment of $100.
graphic
   
Tabular List [Table Text Block]
Pay Versus Performance Tabular List
We believe the following performance measure represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2022:
Net Product Revenue
   
Total Shareholder Return Amount $ 149 115 98
Peer Group Total Shareholder Return Amount 100 113 113
Net Income (Loss) $ 181,468,000 $ 34,597,000 $ (36,944,000)
Company Selected Measure Amount 437,855,000 305,440,000 159,742,000
PEO Name John C. Jacobs John C. Jacobs John C. Jacobs
Additional 402(v) Disclosure [Text Block]
For additional details regarding our most important financial performance measures, please see the section entitled “Cash Incentive Compensation” in the CD&A above.
   
Dividend yield 0.00%    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net Product Revenue    
PEO [Member] | Total Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 3,161,811 $ 1,074,972 $ 2,428,702
PEO [Member] | Amounts Reported under the Stock Awards and Option Awards for Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,296,436) 0 0
PEO [Member] | ASC 718 Fair Value of Awards Granted During Applicable FY that Remain Unvested as of Applicable FY End, Determined as of Applicable FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,433,019 0 0
PEO [Member] | ASC 718 Fair Value of Awards Granted During Applicable FY that Vested During Applicable FY, Determined as of Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,911,292 1,063,862 1,769,773
PEO [Member] | Awards Granted During Prior FY that were Outstanding and Unvested as of Applicable FY End, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Applicable FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Awards Granted During Prior FY that Vested During Applicable FY, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,113,936 11,111 658,930
PEO [Member] | ASC 718 Fair Value of Awards Granted During Prior FY that were Forfeited During Applicable FY, Determined as of Prior FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Dividends or Other Earnings Paid During Applicable FY Prior to Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Incremental Fair Value of Options/SARS Modified During Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Change in the Actuarial Present Values Reported Under the Change in Pension Value and Nonqualified Deferred Compensation Earnings for Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Service Cost and, if Applicable, Prior Service Cost for Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Total Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (413,605) (543,139) 2,313,452
Non-PEO NEO [Member] | Amounts Reported under the Stock Awards and Option Awards for Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,093,189) (1,304,260) 0
Non-PEO NEO [Member] | ASC 718 Fair Value of Awards Granted During Applicable FY that Remain Unvested as of Applicable FY End, Determined as of Applicable FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,102,404 598,570 0
Non-PEO NEO [Member] | ASC 718 Fair Value of Awards Granted During Applicable FY that Vested During Applicable FY, Determined as of Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 393,890 313,477 2,057,477
Non-PEO NEO [Member] | Awards Granted During Prior FY that were Outstanding and Unvested as of Applicable FY End, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Applicable FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Awards Granted During Prior FY that Vested During Applicable FY, Determined Based on Change in ASC 718 Fair Value From Prior FY End to Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 183,290 (31,857) 255,976
Non-PEO NEO [Member] | ASC 718 Fair Value of Awards Granted During Prior FY that were Forfeited During Applicable FY, Determined as of Prior FY End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 (119,069) 0
Non-PEO NEO [Member] | Dividends or Other Earnings Paid During Applicable FY Prior to Vesting Date [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Incremental Fair Value of Options/SARS Modified During Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Change in the Actuarial Present Values Reported Under the Change in Pension Value and Nonqualified Deferred Compensation Earnings for Applicable FY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Service Cost and, if Applicable, Prior Service Cost for Pension Plans [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0