Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years. In determining the “Compensation Actually Paid” to the Company’s named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

Pay Versus Performance Table

The following table shows compensation values previously reported in the Summary Compensation Table, as well as adjusted values required for this section for fiscal years 2024 and 2025 for each of our principal executive officers (each a "PEO") and the average compensation for the Company’s other named executive officers to our net income and total shareholder return for the last two fiscal years.

 

Year

Summary
Compensation
Table Total
for Mark
Iwicki
(Current)(1)

$

Summary
Compensation
Table Total
for Milton
Werner
(Former)(1)

$

Compensation
Actually Paid
to Mark
Iwicki
(Current) (1)(3)

$

Compensation
Actually Paid
to Milton
Werner
(Former)(1)(3)

$

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(2)

$

Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)(3) $

Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder
Return(4)

$

Net Income

(in millions)

$

(a)

(b)

(b)

(c)

(c)

(d)

(e)

(f)

(g)

2025

30,586,007

803,063

29,676,150

735,631

6,497,489

6,332,921

161.42

(48.26)

2024

n/a

7,980,623

n/a

7,599,328

790,284

814,915

255.91

(27.52)

 

(1)
Milton Werner founded the Company in 2008 and was our Chief Executive Officer until his resignation in February 2025. Mark Iwicki has been Chief Executive Officer of the Company since February 2025.
(2)
Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2025: Chris Cabell, M.D. and David McIntyre

2024: Joseph Frattaroli and Garth Lees-Rolfe

(3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

 

 

2025

2024

 

Iwicki, Mark

Werner, Milton

Average Non-CEO NEOs

Werner, Milton

Average Non-CEO NEOs

Total Compensation from Summary Compensation Table

$30,586,007

$803,063

$6,497,489

$7,980,623

$790,284

Adjustments for Equity Awards

 

 

 

 

 

Adjustment for grant date values in the Summary Compensation Table

(29,429,299)

(40,449)

(5,832,266)

(7,174,108)

(407,605)

Year-end fair value of unvested awards granted in the current year

23,999,279

—

5,667,698

195,706

147,379

Year-over-year difference of year-end fair values for unvested awards granted in prior years

—

(3,645)

—

(20,297)

(1,214)

Fair values at vest date for awards granted and vested in current year

4,520,163

—

—

6,608,159

292,697

Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years

—

(23,338)

—

9,245

1,440

Forfeitures during covered year equal to prior year-end fair value

—

—

—

—

(8,066)

Dividends or dividend equivalents not otherwise included in total compensation

—

—

—

—

—

Compensation Actually Paid (as calculated)

$29,676,150

$735,631

$6,332,921

$7,599,328

$814,915

 

(4)
Cumulative total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 as of December 31, 2023, assuming reinvestment of all dividends.
  
Named Executive Officers, Footnote
(1)
Milton Werner founded the Company in 2008 and was our Chief Executive Officer until his resignation in February 2025. Mark Iwicki has been Chief Executive Officer of the Company since February 2025.
(2)
Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2025: Chris Cabell, M.D. and David McIntyre

2024: Joseph Frattaroli and Garth Lees-Rolfe

 
Adjustment To PEO Compensation, Footnote
(3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

 

 

2025

2024

 

Iwicki, Mark

Werner, Milton

Average Non-CEO NEOs

Werner, Milton

Average Non-CEO NEOs

Total Compensation from Summary Compensation Table

$30,586,007

$803,063

$6,497,489

$7,980,623

$790,284

Adjustments for Equity Awards

 

 

 

 

 

Adjustment for grant date values in the Summary Compensation Table

(29,429,299)

(40,449)

(5,832,266)

(7,174,108)

(407,605)

Year-end fair value of unvested awards granted in the current year

23,999,279

—

5,667,698

195,706

147,379

Year-over-year difference of year-end fair values for unvested awards granted in prior years

—

(3,645)

—

(20,297)

(1,214)

Fair values at vest date for awards granted and vested in current year

4,520,163

—

—

6,608,159

292,697

Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years

—

(23,338)

—

9,245

1,440

Forfeitures during covered year equal to prior year-end fair value

—

—

—

—

(8,066)

Dividends or dividend equivalents not otherwise included in total compensation

—

—

—

—

—

Compensation Actually Paid (as calculated)

$29,676,150

$735,631

$6,332,921

$7,599,328

$814,915
 
Non-PEO NEO Average Total Compensation Amount $ 6,497,489 $ 790,284
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,332,921 814,915
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

 

 

2025

2024

 

Iwicki, Mark

Werner, Milton

Average Non-CEO NEOs

Werner, Milton

Average Non-CEO NEOs

Total Compensation from Summary Compensation Table

$30,586,007

$803,063

$6,497,489

$7,980,623

$790,284

Adjustments for Equity Awards

 

 

 

 

 

Adjustment for grant date values in the Summary Compensation Table

(29,429,299)

(40,449)

(5,832,266)

(7,174,108)

(407,605)

Year-end fair value of unvested awards granted in the current year

23,999,279

—

5,667,698

195,706

147,379

Year-over-year difference of year-end fair values for unvested awards granted in prior years

—

(3,645)

—

(20,297)

(1,214)

Fair values at vest date for awards granted and vested in current year

4,520,163

—

—

6,608,159

292,697

Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years

—

(23,338)

—

9,245

1,440

Forfeitures during covered year equal to prior year-end fair value

—

—

—

—

(8,066)

Dividends or dividend equivalents not otherwise included in total compensation

—

—

—

—

—

Compensation Actually Paid (as calculated)

$29,676,150

$735,631

$6,332,921

$7,599,328

$814,915
 
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship between PEO and non-PEO NEO Compensation Actually Paid and TSR

The following chart sets forth the relationship between Compensation Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.

 

img69910065_1.gif

  
Compensation Actually Paid vs. Net Income

Description of 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 PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Loss during the two most recently completed fiscal years.

img69910065_2.gif

  
Total Shareholder Return Amount $ 161.42 255.91
Net Income (Loss) (48,260,000) (27,520,000)
Mark Iwicki [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 30,586,007  
PEO Actually Paid Compensation Amount $ 29,676,150  
PEO Name Mark Iwicki  
Milton Werner [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount $ 803,063 7,980,623
PEO Actually Paid Compensation Amount 735,631 $ 7,599,328
PEO Name   Milton Werner
PEO | Mark Iwicki [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (29,429,299)  
PEO | Mark Iwicki [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 23,999,279  
PEO | Mark Iwicki [Member] | 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 0  
PEO | Mark Iwicki [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 4,520,163  
PEO | Mark Iwicki [Member] | 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 0  
PEO | Mark Iwicki [Member] | 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  
PEO | Mark Iwicki [Member] | 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 0  
PEO | Milton Werner [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (40,449) $ (7,174,108)
PEO | Milton Werner [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 195,706
PEO | Milton Werner [Member] | 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 (3,645) (20,297)
PEO | Milton Werner [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 6,608,159
PEO | Milton Werner [Member] | 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 (23,338) 9,245
PEO | Milton Werner [Member] | 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 0
PEO | Milton Werner [Member] | 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 0 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 (5,832,266) (407,605)
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 5,667,698 147,379
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 0 (1,214)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 292,697
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 0 1,440
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 (8,066)
Non-PEO NEO | 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 $ 0 $ 0