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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation Table
Total for PEO1
($)
 
 
Compensation
Actually Paid to
PEO1, 2, 3
($)
 
 
Average
Summary
Compensation
Table Total for
Non-PEO NEOs1
($)
 
 
Average
Compensation
Actually Paid to
Non-PEO
NEOs1,2,3
($)
 
 
Value of Initial
Fixed $100
Investment based
on:4
 
 
Net Income
($ Millions)
 
 
TSR
($)
 
 
Peer
Group
TSR
($)
 
 
2024
 
 
3,762,693
 
 
5,354,245
 
 
1,123,266
 
 
1,427,279
 
 
4.31
 
 
118.20
 
 
(119)
 
 
2023
 
 
3,135,576
 
 
(773,200)
 
 
1,122,330
 
 
(2,644)
 
 
2.62
 
 
118.87
 
 
(276)
 
 
2022
 
 
11,275,830
 
 
(8,738,814)
 
 
3,091,330
 
 
(3,426,582)
 
 
10.47
 
 
113.65
 
 
(368)
 
 
2021
 
 
11,153,616
 
 
8,032,023
 
 
4,377,734
 
 
3,290,039
 
 
62.59
 
 
126.45
 
 
(524)
 
 
2020
 
 
11,241,149
 
 
6,456,336
 
 
4,379,031
 
 
2,020,372
 
 
78.76
 
 
126.42
 
 
(444)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.
Howard Robin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
 
 
 
 
 
 
 
 
 
 
 
 
 
2020-2021
 
 
2022
 
 
2023
 
 
2024
 
 
Gil M. Labrucherie
 
 
Gil M. Labrucherie
 
 
Jillian B. Thomsen
 
 
Sandra Gardiner
 
 
Mark A. Wilson
 
 
Jillian Thomsen
 
 
Sandra Gardiner
 
 
Mark A. Wilson
 
 
Jonathan Zalevsky
 
 
Mark A. Wilson
 
 
Mark A. Wilson
 
 
Jonathan Zalevsky
 
 
John Northcott
 
 
Jonathan Zalevsky
 
 
Jonathan Zalevsky
 
 
 
 
 
 
 
 
John Northcott
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total for PEO
($)
 
 
Exclusion of Stock
Awards for PEO
($)
 
 
Inclusion of Equity
Values for PEO
($)
 
 
Compensation
Actually Paid to
PEO
($)
 
 
2024
 
 
3,762,693
 
 
(1,596,122)
 
 
3,187,674
 
 
5,354,245
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
 
 
Average Exclusion
of Stock Awards
for Non-PEO
NEOs
($)
 
 
Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)
 
 
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
 
 
2024
 
 
1,123,266
 
 
(286,483)
 
 
590,496
 
 
1,427,279
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for First PEO
($)
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
First PEO
($)
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
First PEO
($)
 
 
Total - Inclusion
of
Equity Values
for First PEO
($)
 
 
2024
 
 
1,495,265
 
 
917,377
 
 
0
 
 
775,032
 
 
0
 
 
3,187,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-
End Fair Value
of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Non-PEO
NEOs
($)
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)
 
 
Average Fair
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year for
Non-PEO NEOs
($)
 
 
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
 
 
2024
 
 
271,086
 
 
153,951
 
 
0
 
 
165,459
 
 
0
 
 
590,496
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.
The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
       
Named Executive Officers, Footnote
1.
Howard Robin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
 
 
 
 
 
 
 
 
 
 
 
 
 
2020-2021
 
 
2022
 
 
2023
 
 
2024
 
 
Gil M. Labrucherie
 
 
Gil M. Labrucherie
 
 
Jillian B. Thomsen
 
 
Sandra Gardiner
 
 
Mark A. Wilson
 
 
Jillian Thomsen
 
 
Sandra Gardiner
 
 
Mark A. Wilson
 
 
Jonathan Zalevsky
 
 
Mark A. Wilson
 
 
Mark A. Wilson
 
 
Jonathan Zalevsky
 
 
John Northcott
 
 
Jonathan Zalevsky
 
 
Jonathan Zalevsky
 
 
 
 
 
 
 
 
John Northcott
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Peer Group Issuers, Footnote
4.
The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
       
PEO Total Compensation Amount $ 3,762,693 $ 3,135,576 $ 11,275,830 $ 11,153,616 $ 11,241,149
PEO Actually Paid Compensation Amount $ 5,354,245 (773,200) (8,738,814) 8,032,023 6,456,336
Adjustment To PEO Compensation, Footnote
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total for PEO
($)
 
 
Exclusion of Stock
Awards for PEO
($)
 
 
Inclusion of Equity
Values for PEO
($)
 
 
Compensation
Actually Paid to
PEO
($)
 
 
2024
 
 
3,762,693
 
 
(1,596,122)
 
 
3,187,674
 
 
5,354,245
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for First PEO
($)
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
First PEO
($)
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
First PEO
($)
 
 
Total - Inclusion
of
Equity Values
for First PEO
($)
 
 
2024
 
 
1,495,265
 
 
917,377
 
 
0
 
 
775,032
 
 
0
 
 
3,187,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount $ 1,123,266 1,122,330 3,091,330 4,377,734 4,379,031
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,427,279 (2,644) (3,426,582) 3,290,039 2,020,372
Adjustment to Non-PEO NEO Compensation Footnote
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Summary
Compensation
Table Total for
Non-PEO NEOs
($)
 
 
Average Exclusion
of Stock Awards
for Non-PEO
NEOs
($)
 
 
Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)
 
 
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
 
 
2024
 
 
1,123,266
 
 
(286,483)
 
 
590,496
 
 
1,427,279
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-
End Fair Value
of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Non-PEO
NEOs
($)
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)
 
 
Average Fair
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year for
Non-PEO NEOs
($)
 
 
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
 
 
2024
 
 
271,086
 
 
153,951
 
 
0
 
 
165,459
 
 
0
 
 
590,496
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group TSR.
        
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
       
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group TSR.
        
Total Shareholder Return Amount $ 4.31 2.62 10.47 62.59 78.76
Peer Group Total Shareholder Return Amount 118.2 118.87 113.65 126.45 126.42
Net Income (Loss) $ (119,000,000) $ (276,000,000) $ (368,000,000) $ (524,000,000) $ (444,000,000)
PEO Name Howard Robin Howard Robin Howard Robin Howard Robin Howard Robin
Additional 402(v) Disclosure
We believe that our compensation structure supports our business strategy while successfully aligning executive focus and interests with those of the Company and our stockholders. We seek to incentivize long-term performance and achievement of milestones that are important to building sustained success for the Company.
Our compensation structure includes several elements that collectively provide an effective compensation strategy that supports our philosophy of pay for performance. As discussed in the Compensation Discussion and Analysis section, the performance-based component of our NEO’s compensation is tied to the achievement of critical objective, performance milestones and annual corporate goals, which we believe provides strong performance incentives to our executives.
       
Equity Awards Adjustments, Footnote
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year-End Fair
Value of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for First PEO
($)
 
 
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for First PEO
($)
 
 
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
First PEO
($)
 
 
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
First PEO
($)
 
 
Total - Inclusion
of
Equity Values
for First PEO
($)
 
 
2024
 
 
1,495,265
 
 
917,377
 
 
0
 
 
775,032
 
 
0
 
 
3,187,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average Year-
End Fair Value
of Equity
Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Non-PEO
NEOs
($)
 
 
Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)
 
 
Average
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)
 
 
Average Fair
Value at Last
Day of Prior
Year of Equity
Awards
Forfeited
During Year for
Non-PEO NEOs
($)
 
 
Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
 
 
2024
 
 
271,086
 
 
153,951
 
 
0
 
 
165,459
 
 
0
 
 
590,496
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,596,122)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,187,674        
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 1,495,265        
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 917,377        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 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 775,032        
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        
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 (286,483)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 590,496        
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 271,086        
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 153,951        
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        
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 165,459        
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