Pay Versus Performance

This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.


											Value of Initial Fixed $100 Investment Based On:(5)
Year(1)	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO(2)(3)			Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs(2)(4)			Total Shareholder Return		Net Loss (millions)
(a)	(b)		(c)			(d)		(e)			(f)		(g)
2024	$	1,952,798	$	1,235,507		$	921,387	$	670,914		$	3.01	$	69.8
2023	$	3,301,346	$	154,543		$	1,274,979	$	(33,822	)	$	12.53	$	123.5
2022	$	2,544,382	$	(3,085,251	)	$	1,150,984	$	(714,603	)	$	42.03	$	106.5

(1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023 and 2022.


Year	PEO	Non-PEO NEOs
2024	Jay M. Short, Ph.D.	Richard A. Waldron and Eric Sievers, M.D.
2023	Jay M. Short, Ph.D.	Richard A. Waldron, Eric Sievers, M.D., and Scott Smith
2022	Jay M. Short, Ph.D.	Scott Smith, Richard A. Waldron, Eric Sievers, M.D., and Christian Vasquez

(2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation– Summary Compensation Table” for additional information).

(3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Dr. Short in accordance with the Pay Versus Performance Rules:


		Equity Award Adjustments
Year	Summary Compensation Table Total for PEO	Average Reported Value of Equity Awards	Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value	Compensation Actually Paid to PEO
2024	$1,952,798	$(942,420)	$246,530	$—	$—	$(21,401)	$—	$—	$1,235,507
2023	$3,301,346	$(2,168,435)	$—	$—	$(327,783)	$(650,585)	$—	$—	$154,543
2022	$2,544,382	$(1,486,573)	$—	$(1,349,554)	$(898,201)	$(1,895,305)	$—	$—	$(3,085,251)

(4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.


		Equity Award Adjustments
Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Reported Value of Equity Awards	Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End	Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value	Average Compensation Actually Paid to Non-PEO NEOs
2024	$921,387	$(302,100)	$67,397	$—	$(13,438)	$(2,332)	$—	$—	$670,914
2023	$1,274,979	$(797,811)	$—	$(138,294)	$(120,989)	$(251,707)	$—	$—	$(33,822)
2022	$1,150,984	$(534,552)	$—	$(605,388)	$(233,320)	$(492,328)	$—	$—	$(714,603)

(5) Assumes $100 was invested for the period starting December 31, 2021, through the end of the listed year in a share of our common stock, and assumes reinvestment of dividends.

PEO Total Compensation Amount

$ 1,952,798

$ 3,301,346

$ 2,544,382

Adjustment To PEO Compensation, Footnote

The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Dr. Short in accordance with the Pay Versus Performance Rules:


		Equity Award Adjustments
Year	Summary Compensation Table Total for PEO	Average Reported Value of Equity Awards	Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value	Compensation Actually Paid to PEO
2024	$1,952,798	$(942,420)	$246,530	$—	$—	$(21,401)	$—	$—	$1,235,507
2023	$3,301,346	$(2,168,435)	$—	$—	$(327,783)	$(650,585)	$—	$—	$154,543
2022	$2,544,382	$(1,486,573)	$—	$(1,349,554)	$(898,201)	$(1,895,305)	$—	$—	$(3,085,251)