DEF 14A of Perspective Therapeutics, Inc., Apr 18, 2024

DEF 14A of Perspective Therapeutics, Inc.

Filed Apr 18, 2024 · FY20230000950170-24-045554

Open on EDGAR

  1. Directors

    Directors Set forth below is certain information as of April 1, 2024, regarding our current directors that have been nominated for re-election, including biographical information. Each member of the Board is subject to reelection annually.

  2. Directors

    | Name | Age | Position Held | | Lori A. Woods, Chairperson | 61 | Chairperson, Director | | Heidi Henson | 58 | Director | | Robert Froman Williamson, III | 58 | Director | | Frank Morich, M.D., Ph.D. | 70 | Director | | Johan (Thijs) Spoor | 52 | Chief Executive Officer, Director |

  3. Directors

    Lori Woods – Ms. Woods has been a Director of the Company since June 4, 2018, and has served as Chairperson of the Board since February 3, 2023. Most recently, Ms. Woods served as Chief Executive Officer of the Company from December 2018 to February 2023. Ms. Woods returned to the Company after previously serving as Vice President from 2006 to February 2008, at which time she was appointed Acting Chief Operating Officer before her appointment to Chief Operating Officer in February 2009, a position she held until January 2010. Beginning in February 2016, and continuing until her appointment as Interim CEO on June 4, 2018, Ms. Woods served as a senior consultant to the Company. From February 2016 to June 2018, Ms. Woods was a founder of Medvio, LLC, a medical device consulting company focused on the urology and oncology space. During her time at Medvio she worked with large public and international medical device companies, supporting the approval process and distribution of products in diverse international markets. Further, she worked with various partners to develop proprietary technologies for the colorectal and liver treatment markets. Previously, from January 2002 to July 2006, Ms. Woods served as Chief Executive Officer of Pro-Qura, Inc., a privately owned cancer treatment management company focused on the quality delivery of brachytherapy treatments for prostate cancer. She has also served as the Director of Business Development for the Tumor Institute Radiation Oncology Group and the Seattle Prostate Institute ("SPI") in Seattle, WA. SPI was an early innovator in prostate brachytherapy treatments and assisted in the training of more than 2,000 physicians in the use of prostate brachytherapy. Ms. Woods previously served as a board member of the Northwest division of the Juvenile Diabetes Research Foundation, focusing on their digital awareness programs, including their website and SEO strategy, and their public relations efforts. Ms. Woods earned a Bachelor of Science degree in Business Administration – Marketing and Communications from Loma Linda University, CA. Our Board of Directors believes that Ms. Woods' prior experience as our Chief Executive Officer and her extensive experience and credibility in the life sciences industry qualifies her to serve on our Board. Johan (Thijs) Spoor – Mr. Spoor has been a director of the Company and has served as our Chief Executive Officer since February 5, 2023. Mr. Spoor was appointed as a director in connection with the merger with Viewpoint. From February 2022 until February 2023, Mr. Spoor served as the Chief Executive Officer of Viewpoint. Prior to joining Viewpoint, from October 2019 until June 2021, Mr. Spoor served as the President and CEO of KBP Biosciences, a global, clinical-stage biotechnology company focused on discovering, developing, and commercializing innovative small-molecule therapeutics for the treatment of serious cardiorenal and infectious diseases. While at KBP Biosciences, Mr. Spoor led all operations for major fund-raising and initial public offering (“IPO”) readiness, and drove the company’s small molecule clinical development programs, including toxicology, clinical pharmacology, Phase 2 studies, and discussions with regulators. Prior to KBP BioSciences, from January 2016 until October 2019, Mr. Spoor served as the President and CEO of AzurRx BioPharma, Inc., where he led its Nasdaq IPO, completion of animal studies, regulatory approvals and multiple Phase 2 studies. From September 2010 until December 2015, Mr. Spoor served as the President and CEO of FluoroPharma Medical, Inc., which he took public. He was previously a Health and Life Sciences strategy consultant to Fortune 500 companies at Oliver Wyman. Mr. Spoor previously worked on Wall Street as an equity research analyst at JP Morgan and Credit Suisse where he covered biotechnology stocks and medical device companies. He started his career with formal training in nuclear pharmacy which led to increasing commercial leadership roles in the imaging business at GE Healthcare (Amersham) in cardiology and oncology. Mr. Spoor also serves on the board of directors of Verifi Water, Inc. Mr. Spoor holds a Pharmacy degree from the University of Toronto and an MBA from Columbia Business School. Our Board of Directors believes that Mr. Spoor’s experience as our Chief Executive Officer and experience as an established leader with nearly 30 years of combined executive, broad management and capital markets expertise across healthcare and medical device industries qualifies him to serve on our Board. Heidi Henson – Ms. Henson has been a director of the Company since June 1, 2023. Ms. Henson served as the Chief Financial Officer of Pardes Biosciences, Inc., a publicly listed biopharmaceutical company, from 2021 until the completion of their tender offer in August 2023. Prior to that, she was a financial consultant for the same company from 2020 until her appointment as Chief Financial Officer. From 2019 through 2020, she was the Chief Financial Officer of Imbria Pharmaceuticals, Inc., a private biopharmaceutical company. From 2018 through 2019, she was the Chief Financial Officer of Respivant Sciences, Inc., a private biopharmaceutical company. From 2014 through 2018, she was the Chief Financial Officers of Kura Oncology, Inc., a publicly listed biopharmaceuticals company. From 2012 through 2018, Ms. Henson was the Chief Financial Officer for Wellspring Biosciences LLC and Araxes Pharma LLC (its parent company), a private biopharmaceutical company. Ms. Henson currently serves on the board of directors of PepGen, Inc. (NASDAQ: PEPG) and Lisata Therapeutics, Inc. (NASDAQ: LSTA), where she is the Chair of both of their audit committees. Ms. Henson holds a Bachelor of Accountancy from the University of San Diego and is a member of the Association of Bioscience Financial Officers, or ABFO. Our Board of Directors believes that Ms. Henson’s experience as a financial professional with over 25 years of experience in both public and private companies qualifies her to serve on our Board. Robert Froman Williamson, III – Mr. Williamson has been a director of the Company since February 5, 2023. Mr. Williamson was appointed as a director in connection with the merger with Viewpoint. Since September 2022, Mr. Williamson has worked at Triumvira Immunologicals, a cell therapy company, most recently as President, COO and Director, and since March 2022, as a senior adviser to SyntheX, a protein interaction and degrader company. From February to September 2022, he was the CBO/CFO of OncoMyx, an oncolytic virus company. From 2020 to 2021 he was CEO of BioTheryX, a protein degradation therapeutics company, raising a $100 million crossover round and preparing the company for an IPO. Prior to that, Mr. Williamson served as CEO of PharmAkea from 2013 to 2019, and of ATXCo in 2019, both oncology and fibrosis companies financed through a partnership with Celgene, until PharmAkea’s acquisition by Galecto and ATXCo’s acquisition by Blade Therapeutics, both in 2019. Previously, Mr. Williamson was Executive Chairman and founder of Strategic Enzyme Applications, CEO of Arriva Pharmaceuticals, President and COO of Eos Biotechnology, which was sold to Protein Design Labs, and COO of DoubleTwist, Inc. through its acquisition by Merck and Hitachi. Mr. Williamson also serves on the Coulter Oversight Board for University of Miami, Florida, is a qualified financial expert and has chaired both the Compensation and Audit Committees of the Company. Notably, Mr. Williamson served as an early Director of Pharmasset, Inc., where he helped finance, grow and advance the company into the public markets and through its acquisition by Gilead in 2011 for $11 billion. Earlier, Mr. Williamson was a Partner with The Boston Consulting Group and a Research Assistant

  4. Directors

    for the Federal Reserve Board. Mr. Williamson received a BA in economics from Pomona College and an MBA from Stanford University. Our Board of Directors believes that Mr. Williamson’s active involvement in building biotechnology and related technology companies for over two decades qualifies him to serve on our Board. Frank Morich, M.D., Ph.D. – Dr. Frank Morich has been a director of the Company since February 5, 2023. Dr. Morich was appointed as a director in connection with the merger with Viewpoint. Dr. Morich served on the board of directors of Viewpoint, from February 2021 until February 3, 2023. He has also served on the board of directors of CUE-Biopharma, located in Boston, Massachusetts, a company working on protein therapeutics with applications in immune-oncology, autoimmunity and potentially antiviral applications since August 2018, and as its Chairman since April 2021. Dr. Morich served on the board of directors for MorphoSys from 2015 to 2021, and for Innate Pharma from 2004 to 2010, both clinical-stage biotechnology companies specializing in antibody development. Dr. Morich serves as Executive Chairman of Aphaia Pharma, located in Zug, Switzerland, a clinical-stage biopharmaceutical company working to treat and prevent metabolic disorders such as obesity and diabetes, a position he has held since June 2022. Prior to focusing on board service, Dr. Morich was Chief Commercial Officer at Takeda Pharmaceuticals, a global pharmaceutical company, from 2011 to 2014, and as its Executive Vice President of International Operations from 2010 to 2011. From 2008 to 2010, Dr. Morich served as Chief Executive Officer of NOXXON Pharma AG, a clinical-stage drug development company, and, from 2005 to 2007, as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including as a member of the Board of Management of Bayer AG, Head of Global Product Development, and Head of Research and Development. Dr. Morich holds an M.D. and Ph.D. from the University of Marburg where he specialized in immunology with a focus on monoclonal antibodies. He also served as a military physician before moving to the private sector. Our Board of Directors believes that Dr. Morich’s experience as a biopharmaceutical professional with more than 35 years of industry experience qualifies him to serve on our Board.

  5. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  6. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during the year ended December 31, 2023, the six-month transition period (“TP”) ended December 31, 2022, and the fiscal year ended June 30, 2022, earned by or paid to our named executive officers. Messrs. Spoor, Puhlmann and Hunt were not named executive officers during 2022; accordingly, compensation for 2022 (which includes the TP and the fiscal year ended June 30, 2022) is not included in the following table. Salary and other compensation for the named executive officers are set or recommended to the Board by the Compensation Committee.

  7. Summary Compensation Table

    | | | | | | Non-equity | | | | | Name and | | | | Option | incentive plan | All other | | | | principal | | Salary | Bonus | awards | compensation | compensation | | Total | | position | Year | ($) | ($)4 | ($)1 | ($)5 | ($) | | ($) | | Johan (Thijs) Spoor | 2023 | 506,269 | 21,666 | 603,215 | 287,500 | 40,346 | 6 | 1,458,996 | | CEO and Director | | | | | | | | | | Markus Puhlmann | 2023 | 420,846 | 3,333 | 266,953 | 184,000 | 24,961 | 7 | 900,093 | | Chief Medical Officer | | | | | | | | | | Jonathan Hunt | 2023 | 389,154 | 30,000 | 225,609 | 172,000 | 353,200 | 8 | 1,169,963 | | Chief Financial Officer | | | | | | | | | | Lori Woods | 2023 | 69,785 | | - | - | 601,947 | 3 | 671,732 | | Former CEO and Director | TP | 249,780 | | 234,764 | 63,000 | 3,050 | 2 | 550,594 | | | 2022 | 439,816 | | 279,648 | 46,180 | 3,050 | 2 | 768,694 |

  8. Summary Compensation Table

    1. Amounts represent the ASC 718, Compensation – Stock Compensation valuation for the year ended December 31, 2023 and, for Ms. Woods, the transition period and the fiscal year ended June 30, 2022. Options awarded vest in four equal annual installments and expire 10 years after the date of grant. All options were granted at the fair market value of the Company’s common stock on the date of grant and the Company used a Black-Scholes methodology as discussed in Note 12, Share-Based Compensation, to our financial statements included in this Annual Report on Form 10-K. 2. Amount represents Company 401(k) matching contributions earned during the time period noted. 3. Ms. Woods received $504,000 in severance pay pursuant to the terms of her employment agreement, to be paid out over 12 months that began in February 2023. The amount also includes $12,656 for the continuation of health benefits, $2,791 relating to the Company 401(k) matching contributions, and $82,500 in director fees for her service as a non-employee director commencing on February 3, 2023. 4. Amounts represent sign-on bonuses paid pursuant to employment agreements, effective June 1, 2023. 5. Amounts represent annual performance-based cash bonuses earned in fiscal year 2023. 6. Mr. Spoor received $22,115 related to accrued paid time off pursuant to his employment agreement, effective June 1, 2023, and $18,231 relating to the Company 401(k) matching contributions. 7. Dr. Puhlmann received $17,692 related to accrued paid time off pursuant to his employment agreement, effective June 1, 2023, and $7,269 relating to the Company 401(k) matching contributions. 8. Mr. Hunt received $340,000 related to change in control payments due to the Company's acquisition of Viewpoint pursuant to his employment agreement with Viewpoint, to be paid out over 12 months that began in February 2023. The amount also includes $13,200 relating to the Company 401(k) matching contributions.

  9. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following Outstanding Equity Awards at Fiscal Year-End table sets forth information concerning unexercised stock options for each of our named executive officers as of December 31, 2023.

  10. Outstanding Equity Awards at Fiscal Year-End

    | Option awards | | | | | | | | Equity Incentive Plan awards: | | | | | | | | | Number of | | Number of | | | | | | securities | | securities | | | | | | underlying | | underlying | | | | | | unexercised | | unexercised | | Option | | | | options | | options | | exercise | Option | | | (#) | | (#) | | price | expiration | | Name | exercisable | | unexercisable | | ($) | date | | Johan (Thijs) Spoor | 834,720 | 1 | 2,504,158 | 1 | 0.24 | 12/12/2033 | | | 8,454,757 | 2 | - | | 0.13 | 02/13/2032 | | Lori Woods | - | | 230,000 | 3 | 0.24 | 12/12/2033 | | | 130,556 | 4 | 339,444 | 4 | 0.38 | 02/21/2033 | | | - | | 230,000 | 5 | 0.38 | 02/21/2033 | | | 940,000 | 6 | - | | 0.33 | 07/21/2032 | | | 480,000 | 7 | - | | 0.79 | 07/01/2031 | | | 62,500 | 8 | - | | 0.43 | 06/18/2029 | | Markus Puhlmann, M.D. | 369,405 | 1 | 1,108,214 | 1 | 0.24 | 12/12/2033 | | | 1,408,069 | 2 | - | | 0.13 | 09/18/2032 | | Jonathan Hunt | 312,194 | 1 | 936,582 | 1 | 0.24 | 12/12/2033 | | | 475,000 | 6 | - | | 0.33 | 07/21/2032 | | | 320,000 | 7 | - | | 0.79 | 07/21/2031 | | | 150,000 | 9 | - | | 0.61 | 06/23/2030 | | | 150,000 | 10 | - | | 0.43 | 06/18/2029 | | | 150,000 | 11 | - | | 0.43 | 12/03/2028 |

  11. Outstanding Equity Awards at Fiscal Year-End

    1. Represents an option award granted on December 12, 2023, one-fourth of which became exercisable on December 12, 2023, one-fourth of which will become exercisable on December 12, 2024, one-fourth of which will become exercisable on December 12, 2025, and the final fourth will become exercisable on December 12, 2026. 2. Represents a fully exercisable option grant assumed in connection with the merger with Viewpoint. 3. Represents an option award granted on December 12, 2023 which will become exercisable on December 12, 2024. Represents an option award granted on February 21, 2023 which become exercisable in equal monthly installments over 36 months. Represents an option award granted on February 21, 2023 which became exercisable on February 21, 2024. Represents an option award granted on July 21, 2022, one-fourth of which became exercisable on July 21, 2022; the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 7. Represents an option award granted on July 1, 2021, one-fourth of which became exercisable on July 1, 2021, one-fourth of which became exercisable on July 1, 2022, and the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 8. Represents an option award grant on June 18, 2019, all of which were exercisable as of June 18, 2022. 9. Represents an option award grant on June 23, 2020, one-fourth of which became exercisable on June 23, 2020, one-fourth of which became exercisable on June 23, 2021, one-fourth of which became exercisable on June 23, 2022; the remainder of these options awards vested on February 3, 2023 in connection with the merger with Viewpoint as the merger constituted a “Change of Control” under the stock option plan. 10. Represents an option award grant on June 18, 2019, all of which were exercisable as of June 18, 2022. 11. Represents an option award granted on December 3, 2018, all of which were exercisable as of December 3, 2021.

  12. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the SEC-defined Compensation Actually Paid (“CAP”) to our named executive officers (“NEOs”) and certain of our financial performance metrics during the fiscal periods listed below. The table below presents information on the CAP to our Chief Executive Officers, as applicable (each, a principal executive officer, or “PEO”) and the average CAP to our other NEOs in comparison to certain performance metrics for the fiscal year ended December 31, 2023, the six-month transition period ended December 31, 2022 (“TP”) and for the twelve months ended June 30, 2022 and 2021. The SEC-defined CAP data set forth in the table below does not reflect amounts actually paid, earned or received by our NEOs, and the metrics are not those that the Compensation Committee uses when setting executive compensation. See the “Compensation of Directors and Executive Officers” section of this Proxy Statement for a description of the compensation setting process for our executive officers including the use of a third-party consultant by the Compensation Committee. Grants of equity awards in the form of stock options to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with stockholders. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. The ultimate values actually realized by our NEOs from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be. Per SEC rules, CAP is calculated by adjusting the Summary Compensation Table (“SCT”) “Total” values for the applicable period as described in the footnotes to the table.

  13. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for First PEO (1) | Summary Compensation Table Total for Second PEO (1) | Compensation Actually Paid to First PEO (3)(4) | Compensation Actually Paid to Second PEO (3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3)(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (“TSR”) (5) | GAAP Net Loss (in thousands) | | 2023 | $671,732 | $1,458,996 | $776,661 | $1,821,016 | $1,035,026 | $1,213,369 | $71.43 | $(46,508) | | TP | $550,594 | $- | $481,043 | $- | $330,888 | $292,595 | $44.64 | $(7,335) | | 2022 | $768,694 | $- | $535,513 | $- | $535,188 | $385,651 | $55.36 | $(7,272) | | 2021 | $371,195 | $- | $468,950 | $- | $259,844 | $316,801 | $142.86 | $(3,390) |

  14. Pay Versus Performance Disclosure

    Lori A. Woods served as Chief Executive Officer for the TP, 2022, and 2021, and in 2023 until her resignation on February 3, 2023, and is identified as First PEO in the table. Johan (Thijs) Spoor has served as Chief Executive Officer since February 5, 2023, and is identified as Second PEO in the table. (2) For 2023, the Non-PEO NEOs reflect the average SCT total compensation and average CAP for Jonathan Hunt and Markus Puhlmann. For the TP, 2022, and 2021, the Non-PEO NEOs reflect the average SCT total compensation and average CAP for Jennifer Streeter and William Cavanagh III. (3) CAP is computed in accordance with SEC rules by subtracting the amounts in the “Option Awards” column of the SCT for each year or period from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year or period of all awards granted during the reporting year or period that are outstanding and unvested as of the end of the reporting year or period; (ii) adding the amount equal to the change as of the end of the reporting year or period (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year or period; (iii) adding, for awards that are granted and vest in the reporting year or period, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year or period; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year or period, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year or period on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year or period. The following tables reflect the adjustments made to SCT “Total” compensation to compute CAP for our PEO and average CAP for our other NEOs: First PEO:

  15. Pay Versus Performance Disclosure

    | | Total Compensation from SCT | Option Awards from the SCT | Value of New Unvested Awards | Change in Values for Prior Years Unvested Awards | Value of New Vested Awards | Change in Value of Prior Years Vested Awards | CAP | | 2023 | $671,732 | $- | $- | $- | $- | $104,929 | $776,661 | | TP | $550,594 | $(234,764) | $127,198 | $(18,864) | $58,691 | $(1,812) | $481,043 | | 2022 | $768,694 | $(279,648) | $65,304 | $(28,175) | $69,912 | $(60,574) | $535,513 | | 2021 | $371,195 | $- | $- | $47,697 | $- | $50,058 | $468,950 |

  16. Pay Versus Performance Disclosure

    Second PEO:

  17. Pay Versus Performance Disclosure

    | | Total Compensation from SCT | Option Awards from the SCT | Value of New Unvested Awards | Change in Values for Prior Years Unvested Awards | Value of New Vested Awards | Change in Value of Prior Years Vested Awards | CAP | | 2023 | $1,458,996 | $(603,215) | $814,431 | $- | $150,804 | $- | $1,821,016 | | TP | $- | $- | $- | $- | $- | $- | $- | | 2022 | $- | $- | $- | $- | $- | $- | $- | | 2021 | $- | $- | $- | $- | $- | $- | $- |

  18. Pay Versus Performance Disclosure

    Other NEOs (Average):

  19. Pay Versus Performance Disclosure

    | | Total Compensation from SCT | Option Awards from the SCT | Value of New Unvested Awards | Change in Values for Prior Years Unvested Awards | Value of New Vested Awards | Change in Value of Prior Years Vested Awards | CAP | | 2023 | $1,035,029 | $(246,281) | $332,516 | $- | $61,570 | $30,535 | $1,213,369 | | TP | $330,888 | $(118,631) | $64,275 | $(12,387) | $29,658 | $(1,208) | $292,595 | | 2022 | $535,188 | $(186,432) | $43,536 | $(16,905) | $46,608 | $(36,344) | $385,651 | | 2021 | $259,844 | $- | $- | $28,618 | $- | $28,339 | $316,801 |

  20. Pay Versus Performance Disclosure

    The following summarizes the valuation assumptions used for stock option awards included as part of CAP: (i) stock option fair value was calculated using the Black-Scholes option pricing model; (ii) expected life of each stock option is based on the expected life assumption that was in effect on the original grant date less the time that had elapsed since the grant date; (iii) strike price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price; (iv) risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date; (v) historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date; (vi) closing prices are adjusted for dividends and splits; and (vii) annual dividend yield on each vest/fiscal year end date is 0.00% as the Company has never paid a common stock dividend. Reflects the cumulative TSR of the Company for the one-year period ended June 30, 2021, the two-year period ended June 30, 2022, the period from June 30, 2020 to the end of the TP on December 31, 2022, and the period from June 30, 2020 to the end of fiscal year 2023 on December 31, 2023, assuming a $100 investment at the closing price on June 30, 2020. The following graphs illustrate the relationship during 2023, the TP, 2022, and 2021 of the CAP for our two PEOs noted above and the average CAP for our other NEOs as calculated pursuant to SEC rules to (i) our cumulative TSR and (ii) our net loss (each as set forth in the table above). Note that we do not utilize TSR or net loss in our executive compensation program; however, we do utilize several other performance measures to align executive compensation with the Company’s performance. See the “Compensation of Directors and Executive Officers” section of this Proxy Statement for a description of the compensation setting process for our executive officers, including a description of the performance-based cash bonus component of our compensation program, which is designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals.

  21. Director Compensation

    Director Compensation In February 2023, the Compensation Committee approved changes to the non-employee director compensation program to provide: (i) a $60,000 annual cash retainer; (ii) an additional annual cash retainer of $30,000 for service as Chairperson of the Board of Directors; and (iii) additional annual cash retainers for committee chairs equal to $15,000. Each non-employee director was granted 470,000 stock options for a term of 10 years from the date of grant, which vest monthly over 36 months from the date of grant. Additionally, each non-employee director was granted 230,000 stock options for a term of 10 years from the date of grant and the options vested 100% on the first anniversary of the grant date. Employee directors do not receive any compensation for their service on the Board.

  22. 2023 Director Compensation

    2023 Director Compensation The following table sets forth information concerning the compensation of the non-employee directors of the Company who served for all or a portion of the year ended December 31, 2023. Johan (Thijs) Spoor, our CEO and a director, did not receive any compensation for his service on the Board in 2023. Lori Woods, our former CEO, did not receive any compensation for her service as a member of our Board during 2023 prior to her cessation as an employee of the Company on February 3, 2023. Mr. Spoor and Ms. Woods’ compensation for services as employees and Ms. Woods’ compensation for services as Chairperson of our Board for fiscal year 2023 are presented in “Executive Officer Compensation – Summary Compensation Table” above.

  23. 2023 Director Compensation

    | | Fees earned | | | | | or paid in | Option | | | | cash | awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Robert Froman Williamson, III | 68,750 | 251,311 | 320,061 | | Frank Morich, M.D., Ph.D. | 68,750 | 251,311 | 320,061 | | Heidi Henson | 43,750 | 346,947 | 390,697 | | Alan Hoffman | 5,493 | - | 5,493 | | Dr. Philip Vitale | 5,493 | - | 5,493 | | Michael McCormick | 25,000 | 209,758 | 276,311 |

  24. 2023 Director Compensation

    1. As of December 31, 2023, the aggregate number of shares of common stock subject to outstanding options held by (i) our current non-employee directors were 930,000 for each of Mr. Williamson and Ms. Henson and 2,037,471 for Dr. Morich, and (ii) our former non-employee directors were 415,000 for Mr. Hoffman, 415,000 for Dr. Vitale, and 441,112 for Mr. McCormick. 2. The amounts reported in the "Option Awards" column represent the aggregate grant date fair value of stock options awarded during the year ended December 31, 2023, calculated in accordance with the provisions of FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the options reported in this column are set forth in Note 12, Share-Based Compensation, to our financial statements included in this Annual Report on Form 10-K. The amount reported reflects the accounting cost for the options and does not correspond to the actual economic value that may be received by the non-employee director upon the exercise of the options or any sale of the underlying shares of our common stock.