XML 14 R2.htm IDEA: XBRL DOCUMENT v3.25.0.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

The disclosure provided in this section is required by the SEC and does not necessarily align with the Company’s view of the relationship between its performance and the compensation of its Named Executive Officers. We believe our discussion in the “Compensation Discussion and Analysis” properly outlines how we view our executive compensation structure and how that aligns with the Company’s performance and objectives.

 

In accordance with Item 402(v) of Regulation S-K, the following table shows the total compensation for our Named Executive Officers for fiscal 2024, 2023, 2022,  2021 and 2020 as set forth in the Summary Compensation Table (the “SCT”) of this proxy statement and in the definitive proxy statement on Schedule 14A filed with the SEC on February 29, 2024, the “compensation actually paid,” as computed in accordance with Items 402(v) of Regulation S-K (the “CAP”), to our CEO, and, on an average basis, the compensation actually paid to our other Named Executive Officers (the “other NEOs”), our total shareholder return (“TSR”), the TSR of the Nasdaq Biotechnology Index, which constitutes the “Peer Group”, our net income, and our revenue, which is our company selected financial measure, all measures over the same time period.

 

For purposes of the chart below, Drs. Hsiao and Zerhouni and Messrs. Rubin and Logal are the other NEOs for fiscal 2024 and 2023. Drs. Hsiao and Jon Cohen, the Company's former Senior Vice President who retired from the Company in 2022,  and Messrs. Rubin and Logal are the other NEOs for fiscal 2022. Dr. Zerhouni's compensation is also taken into consideration in the compensation of our other NEOs with respect to a portion of fiscal 2022; and Drs. Hsiao and Cohen and Messrs. Rubin and Logal are the other NEOs for fiscal 2021 and 2020.

 

YEAR(1)

 

SCT TOTAL PAY FOR CEO(2)

   

CAP to CEO(3)

   

AVG SCT TOTAL PAY FOR OTHER NEOS

   

AVG CAP TO OTHER NEOS

   

Value of Initial $100 Investment Based on:(4)

   

Net Income(5)

   

Revenue(6)

 
                                   

Company TSR

   

Peer Group TSR

                 
2024     2,163,800       2,015,925       1,950,675       1,818,205       100.00      

118.20

      (53,224 )     713,142  
2023     2,277,200       2,173,575       2,031,950       1,925,029       102.72       118.87       (188,863 )     863,495  

2022

    972,200       (1,247,785

)

    803,001       (1,324,485

)

    85.03       113.65       (328,405

)

    1,004,196  

2021

    2,103,600       2,396,962       2,298,100       2,789,211       327.21       126.45       (30,143

)

    1,774,718  

2020

    1,538,200       3,327,922       1,945,950       3,742,579       268.71       126.42       (30,586

)

    1,435,413  

 

(1) For fiscal 2024, 2023, 2022, 2021 and 2020, Dr. Phillip Frost was the CEO.
   
(2) These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column.
   
(3) Amounts reported in these columns represent CAP, which was computed by making certain adjustments to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the other NEOs is set forth in the following tables, which describe the adjustments.
   
(4) Reflects the cumulative TSR for the Company and the NASDAQ Biotechnology Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025, assuming, in each case, an initial investment of $100 on December 31, 2019.
   
(5) Reflects “Net Income” in the Company’s consolidated statement of operations included in the Company’s Annual Report on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021, and 2020.
   
(6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table immediately above) used by the Company to link the CAP of our Named Executive Officers, for the most recently completed fiscal year, to our performance. We selected revenue as this measure for fiscal 2024, as reflected in the table above. This performance measure may not have been the most important financial performance measure for fiscal 2024, 2023, 2022, 2021, and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
   

 

       
PEO Total Compensation Amount $ 2,163,800 $ 2,277,200 $ 972,200 $ 2,103,600 $ 1,538,200
PEO Actually Paid Compensation Amount $ 2,015,925 2,173,575 (1,247,785) 2,396,962 3,327,922
Adjustment To PEO Compensation, Footnote

YEAR

 

SCT TOTAL PAY FOR CEO

   

MINUS EQUITY AWARD GRANT DATE FV REPORTED IN SCT FOR COVERED YEAR

   

PLUS YE FV OF EQUITY AWARDS GRANTED DURING THE COVERED YEAR THAT REMAIN OUTSTANDING AND UNVESTED

   

PLUS YOY CHANGE IN FV OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS

   

PLUS YOY CHANGE IN FV AS OF THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING COVERED YEAR

   

CEO CAP

 
2024     2,163,800       710,000       735,000       (125,000 )     (47,875 )     2,015,925  
2023     2,277,200       824,000       712,000       (37,000 )     45,375       2,173,575  

2022

    972,200                   (1,522,307

)

    (697,678

)

    (1,247,785

)

2021

    2,103,600       1,132,000       1,116,026       390,724       (81,388

)

    2,396,962  

2020

    1,538,200       567,000       1,212,445       968,750       175,527       3,327,922  

 

       
Non-PEO NEO Average Total Compensation Amount $ 1,950,675 2,031,950 803,001 2,298,100 1,945,950
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,818,205 1,925,029 (1,324,485) 2,789,211 3,742,579
Adjustment to Non-PEO NEO Compensation Footnote

YEAR

 

SCT AVERAGE PAY FOR OTHER NEOs

   

MINUS EQUITY AWARD GRANT DATE FV REPORTED IN SCT FOR COVERED YEAR

   

PLUS YE FV OF EQUITY AWARDS GRANTED DURING THE COVERED YEAR THAT REMAIN OUTSTANDING AND UNVESTED

   

PLUS YOY CHANGE IN FV OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS

   

PLUS YOY CHANGE IN FV AS OF THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING COVERED YEAR

   

AVG OTHER NEO CAP

 
2024     1,950,675       665,625       689,063       (155,136 )     (40,771 )     1,818,205  
2023     2,031,950       772,500       667,500       (28,298 )     26,378       1,925,029  

2022

    803,001       8,801       8,091       (886,469

)

    (1,240,307

)

    (1,324,485

)

2021

    2,298,100       1,202,750       1,116,026       541,634       36,202       2,789,211  

2020

    1,945,950       801,000       1,784,988       685,393       127,248       3,742,579  

 

       
Compensation Actually Paid vs. Total Shareholder Return

 

Relationship Between Compensation Actually Paid and Performance Measures. The charts below compare the CAP to our CEO and the average CAP to our other NEOs with (i) our TSR, (ii) our net income, and (iii) revenue, which is our company selected measure, for fiscal 2024, 2023, 2022, 2021, and 2020. In addition, the charts below compare our TSR with our Peer Group TSR. We believe the CAP in each of the years reported above aligns with the performance metrics presented. 

 

Non-Financial Performance Measures. The Company also considered the success, failure or progress made with respect to its R&D pipeline in setting pay-for performance compensation for fiscal 2024, as well as certain strategic transactions, including a sale of certain assets of BioReference.

 

capvstsr.jpg
       
Compensation Actually Paid vs. Net Income
capvsnetincome.jpg

 

 

 

       
Compensation Actually Paid vs. Company Selected Measure
capvsrev.jpg

COMPENSATION COMMITTEE REPORT

       
Tabular List, Table

The fair value of options was determined by using the Black-Scholes option pricing method.

 

Financial Performance Measures. The most important financial performance measures used by the Company in setting pay-for-performance compensation for fiscal 2024 are set forth below, in no particular order.

 

-Adjusted Operating Income

 

-Revenue

 

-Relative Total Shareholder Return

       
Total Shareholder Return Amount $ 100 102.72 85.03 327.21 268.71
Peer Group Total Shareholder Return Amount 118.2 118.87 113.65 126.45 126.42
Net Income (Loss) $ (53,224) $ (188,863) $ (328,405) $ (30,143) $ (30,586)
Company Selected Measure Amount 713,142 863,495 1,004,196 1,774,718 1,435,413
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 710,000 $ 824,000 $ 0 $ 1,132,000 $ 567,000
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 735,000 712,000 0 1,116,026 1,212,445
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 (125,000) (37,000) (1,522,307) 390,724 968,750
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (47,875) 45,375 (697,678) (81,388) 175,527
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 665,625 772,500 8,801 1,202,750 801,000
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 689,063 667,500 8,091 1,116,026 1,784,988
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 (155,136) (28,298) (886,469) 541,634 685,393
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (40,771) $ 26,378 $ (1,240,307) $ 36,202 $ 127,248