Preliminary Proxy Soliciting materials

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay versus Performance

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(4) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our NEOs and our performance.

Pay versus Performance Table

 

Year

 

Summary
Compensation
Table total
for CEO

 

 

CEO
Compensation
Actually Paid(1)

 

 

Average
Summary
Compensation
Table total
for other
NEOs(2)

 

 

Average
Compensation
Actually
Paid to
other
NEOs(1)(2)

 

 

Value of
initial
fixed $100
investment
based
on TSR

 

 

Net loss
($ Thousands)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

2023

 

$

924,668

 

 

$

3,666,103

 

 

$

650,154

 

 

$

1,418,649

 

 

$

28

 

 

$

(51,207

)

2024

 

$

1,114,080

 

 

$

208,691

 

 

$

754,994

 

 

$

609,176

 

 

$

3

 

 

$

(25,430

)

 

(1)
To calculate the compensation actually paid, the following amounts were added to Summary Compensation Table total compensation.

 

Year

 

Fair Value
of covered
year
Unvested
Equity
Awards

 

 

Fair Value
of covered
year Vested
Equity
Awards

 

 

Change in
Fair value
of covered
year
Unvested
Equity
Awards

 

 

Change
in Fair
Value of
covered
year
Vested
Awards

 

 

Amounts
reported
in the
Summary
Compensation
Table for
equity
awards

 

 

Equity Value
Included in
Compensation
Actually Paid

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f) = (a) + (b) +
(c) + (d) – (e)

 

2023

 

$

1,765,374

 

 

$

1,465,542

 

 

$

(291,609

)

 

$

(23,181

)

 

$

174,691

 

 

$

2,741,435

 

2024

 

$

95,476

 

 

$

—

 

 

$

(42,793

)

 

$

(862,582

)

 

$

95,490

 

 

$

(905,389

)

 

(2)
The other NEOs reflected in columns (d) and (e) represent the following individuals for 2024: Dr. Rafael Bejar and Mr. Fletcher Payne, and for 2023: Dr. Rafael Bejar, Mr. Fletcher Payne and Mr. Philippe Ledru.

Narrative

The relationship between compensation actually paid and the pay of our NEOs is described below:

•
Relationship Between Compensation Paid to the CEO and Average Compensation Paid to Other Named Officers and the Corporation’s Cumulative TSR – In both 2024 and 2023, the compensation paid to the CEO and other NEOs decreased in line with the decrease in our TSR. This is due primarily to the Corporation’s use of long-term equity incentive awards, which are tied directly to our stock price in addition to our financial performance. The actual dollar value of previously issued equity securities depends on the market price of the Shares at the time of exercise. As the market price of the Shares is currently lower than the exercise price of outstanding options, realizable value from such equity-based compensation is currently $0.
 
Named Executive Officers, Footnote
(2)
The other NEOs reflected in columns (d) and (e) represent the following individuals for 2024: Dr. Rafael Bejar and Mr. Fletcher Payne, and for 2023: Dr. Rafael Bejar, Mr. Fletcher Payne and Mr. Philippe Ledru.
 
PEO Total Compensation Amount $ 1,114,080 $ 924,668
PEO Actually Paid Compensation Amount 208,691 3,666,103
Non-PEO NEO Average Total Compensation Amount 754,994 650,154
Non-PEO NEO Average Compensation Actually Paid Amount $ 609,176 1,418,649
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Fair Value
of covered
year
Unvested
Equity
Awards

 

 

Fair Value
of covered
year Vested
Equity
Awards

 

 

Change in
Fair value
of covered
year
Unvested
Equity
Awards

 

 

Change
in Fair
Value of
covered
year
Vested
Awards

 

 

Amounts
reported
in the
Summary
Compensation
Table for
equity
awards

 

 

Equity Value
Included in
Compensation
Actually Paid

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f) = (a) + (b) +
(c) + (d) – (e)

 

2023

 

$

1,765,374

 

 

$

1,465,542

 

 

$

(291,609

)

 

$

(23,181

)

 

$

174,691

 

 

$

2,741,435

 

2024

 

$

95,476

 

 

$

—

 

 

$

(42,793

)

 

$

(862,582

)

 

$

95,490

 

 

$

(905,389

)
 
Compensation Actually Paid vs. Total Shareholder Return

img240650056_2.jpg

  
Compensation Actually Paid vs. Net Income

img240650056_3.jpg

  
Total Shareholder Return Amount $ 3 28
Net Income (Loss) $ (25,430,000) $ (51,207,000)
PEO Name Dr. Rafael Bejar Mr. Fletcher Payne and Mr. Philippe Ledru
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 95,476 $ 1,765,374
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 (42,793) (291,609)
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   1,465,542
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 (862,582) (23,181)
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 95,490 174,691
Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (905,389) $ 2,741,435