DEF 14A of Cue Biopharma, Inc.
Filed Apr 26, 2024 · FY20230000950170-24-049072
A. Proposal 1 - Election of Directors
A. Proposal 1 - Election of Directors The six nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is not considered a discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee cannot vote your shares on Proposal 1. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may: • vote FOR each nominee; • vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or • WITHHOLD your vote from each nominee. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors currently consists of six members. Directors are elected at the annual meeting of stockholders and hold office for a one-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors. If no contrary indication is made, proxies will be voted for Mr. Driscoll, Dr. Garzone, Dr. Kiener, Dr. Morich, Mr. Passeri and Mr. Verheyen. Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement. In the event that any of the nominees for director is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of business acumen, the ability to contribute positively to the decision-making process of the Company, knowledge of our business, understanding of the competitive landscape and a reputation for integrity, honesty and adherence to high ethical standards. We also seek to have a diversity of skills and backgrounds represented on our board of directors. Re-nomination of our directors is not automatic, and performance on the board and committees is considered, as well as the undertaking of continuing director education. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Director Nominees
Information Regarding Director Nominees The following paragraphs provide information as of the date of this Proxy Statement about each nominee for director, as furnished to us by the nominees for director. The information presented includes information each such individual has given us about his or her age, any position he or she holds with us, his or her principal occupation and business experience for the past five years and the names of other publicly held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value their significant experience on other public company boards of directors and board committees. Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between or among any of our executive officers, directors or nominees for director.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
| Name | Year First Became Director | Position with the Company | | Daniel R. Passeri | 2016 | Chief Executive Officer and Director | | Frank Morich | 2018 | Chairman | | Frederick Driscoll | 2018 | Director | | Pamela Garzone | 2023 | Director | | Peter A. Kiener | 2016 | Director | | Patrick Verheyen | 2023 | Director |
Nominees for Election to the Board of Directors
Frederick Driscoll, age 73, joined our board of directors in June 2018. Mr. Driscoll served as Interim Chief Financial Officer at Invivyd, Inc., a biotechnology company (Nasdaq: IVVD) from October 2022 to September 2023. Prior to his employment at Invivyd, Inc., Mr. Driscoll served as the Chief Financial Officer at Renovacor, Inc. (NYSE: RCOR), a biotechnology company, from March 2022 to June 2022. Prior to his employment at Renovacor, Inc., Mr. Driscoll served as Chief Financial Officer at Flexion Therapeutics Inc., or Flexion, a biopharmaceutical company focused on the development of local therapies for the treatment of patients with musculoskeletal conditions, such as osteoarthritis, from 2013 to 2017 and from May 2021 to November 2021, when the company was acquired by Pacira Pharmaceuticals, Inc. Prior to joining Flexion, he was Chief Financial Officer at Novavax, Inc., a publicly traded biopharmaceutical company (Nasdaq: NVAX), from 2009 to 2013. From 2008 to 2009, Mr. Driscoll served as Chief Executive Officer of Genelabs Technologies, Inc., or Genelabs, a publicly traded biopharmaceutical and diagnostics company later acquired by GlaxoSmithKline. He previously served as Genelabs’ Chief Financial Officer from 2007 to 2008. From 2000 to 2006, Mr. Driscoll served as Chief Executive Officer at OXiGENE, Inc., or OXiGENE, a biopharmaceutical company. Mr. Driscoll has also served as Chairman of the Board and Audit Committee Chair at OXiGENE and as a member of the Audit Committee for Cynapsus, which was sold to Sunovion Pharmaceuticals in 2016. Mr. Driscoll was a member of the board of directors of NantKwest Inc. (Nasdaq: NK) from 2017 through 2021 and is currently a member of the board of directors of Cellectar Biosciences Inc. (Nasdaq: CLRB), MEI Pharma (Nasdaq: MEIP) and Calliditas Therapeutics AB (CALTX). Mr. Driscoll earned a Bachelor’s degree in accounting and finance from Bentley University. Mr. Driscoll’s extensive industry, executive, board experience and financial expertise position him well to serve as a member of our board of directors. Pamela D. Garzone, age 70, joined our board of directors in April 2023. Dr. Garzone has served as the Chief Development Officer at Anixa Biosciences, Inc., a company focused on oncology and infectious diseases, since September 2021. Prior to joining Anixa, Dr. Garzone served as the Chief Medical Officer at Calibr, a division of the Scripps Research Institute from May 2019 to May 2021. From May 2009 through May 2019, Dr. Garzone served as the Vice President, Group Asset Team Lead focused on early oncology clinical research at Pfizer Inc. Dr. Garzone earned a B.S. degree in pharmacy from Purdue University and an M.S. in pharmacy practice from the University of Pittsburgh. Dr. Garzone received her Ph.D. in clinical science from the University of Pittsburgh. Dr. Garzone’s extensive knowledge of the biopharmaceutical industry makes her well qualified to serve on our board of directors. Peter A. Kiener, age 72, joined our board of directors in March 2016. Dr. Kiener served as the Chief Scientific Officer and Head of Research and Development of Sucampo Pharmaceuticals, Inc., or Sucampo, a global biopharmaceutical company, from October 2014 to February 2018. Prior to joining Sucampo, Dr. Kiener served as the Chief Scientific Officer of Ambrx, Inc., a clinical-stage biopharmaceutical company focused on the development of antibody-drug conjugates from 2013 to 2014. From 2009 to 2013, he was President and co-founder of Zyngenia Inc., an early-stage biopharmaceutical company. From 2001 to 2009, he was head of Research and R&D at MedImmune, the biologics research and development arm of AstraZeneca. Dr. Kiener is currently also a member of the board of directors of Pieris Pharmaceuticals, Inc., Resolve LLC, iTolerance, Inc. and Lava Therapeutics (Nasdaq: LVTX). Dr. Kiener was a member of the board of directors of Tetragenetics Inc. from 2018 through 2022. Dr. Kiener holds a Bachelor’s degree in chemistry from the University of Lancaster and a Ph.D. in biochemistry from the University of Oxford. Dr. Kiener’s extensive executive leadership experience and his in-depth knowledge of the biopharmaceutical industry make him well qualified to serve on our board of directors. Frank Morich, age 70, joined our board of directors in July 2018 and was appointed Chairman in April 2020. Dr. Morich has served as a consultant in the life sciences and health care industries since 2015. Since 2023, Dr. Morich has served on the board of Perspective Therapeutics (Nasdaq: CATX), an early-stage biopharmaceutical company. Dr. Morich was a member of the supervisory board of MorphoSys AG (Nasdaq: MOR), a late-stage, biopharmaceutical company, from 2015 to 2021. From 2011 to 2014, Dr. Morich served as Chief Commercial Officer at Takeda Pharmaceutical, a global pharmaceutical company, and from 2010 to 2011, he served as Executive Vice President International Operations at Takeda. 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 he served as Chief Executive Officer and member of the board of directors of Innogenetics N.V., an international in vitro diagnostics company. During 2004, Dr. Morich served as Chief Executive Officer and Chairman of the Executive Board of AM Pharma B.V., a clinical-stage drug development company. Prior to that, Dr. Morich held several positions at Bayer, a global pharmaceutical and life sciences company, including member of the board of management of Bayer AG, head of global product development and head of research and development. Dr. Morich graduated in medical studies at the University of Marburg, Germany. Dr. Morich has over 35 years of experience in the life sciences and health care industries and extensive executive leadership experience, making him well qualified to serve on our board of directors as Chairman. Daniel R. Passeri, age 63, has served as our Chief Executive Officer and a director since August 2016. He also served as our President from August 2016 to October 2019. He served as a director of Curis, Inc. (Nasdaq: CRIS), or Curis, a biotechnology company seeking to develop and commercialize drug candidates for the treatment of cancer, from September 2001 to June 2016. Mr. Passeri previously served as Chief Executive Officer of Curis from September 2001 until June 2014 and as Vice Chairman of its board of directors from June 2014 to June 2016, and additionally held the title of President from September 2001 to February 2013. Previously, from November 2000 to September 2001, Mr. Passeri served as the Senior Vice President, Corporate Development and Strategic Planning of Curis. From December 2014 to June 2015, Mr. Passeri served as Chief Officer of Technology Management and Business Development of the Jackson Laboratory for Genomic Medicine. From March 1997 to November 2000, Mr. Passeri was employed by Gene Logic Inc., a biotechnology company, most recently as Senior Vice President, Corporate Development and Strategic Planning. From February 1995 to March 1997, Mr. Passeri was employed by Boehringer Mannheim, a pharmaceutical, biotechnology and diagnostic company, as Director of Technology Management. Mr. Passeri received a J.D. from the George Washington University Law School, an M.Sc. in biotechnology from the Imperial College of Science, Technology and Medicine at the University of London and a B.S. in biology from Northeastern University. Mr. Passeri’s qualifications to serve as a director of Cue Biopharma include his extensive service and experience as a director and executive officer of a public company as well as his extensive experience in corporate strategy and development, intellectual property strategy and oversight, and technology licensing, as each of these elements are critical to our overall business strategy.
Nominees for Election to the Board of Directors
Patrick Verheyen, age 64, joined our board of directors in April 2023. Mr. Verheyen served as the Global Head of Janssen Business Development at Johnson & Johnson, a healthcare products company, from 2015 through 2021. Mr. Verheyen also served as a member of the Janssen’s Pharmaceuticals Group Operating Committee during this time. Mr. Verheyen joined Johnson & Johnson in 1986 and served in various roles, including as Head of London Johnson & Johnson Innovation Center from 2012 through 2015. Mr. Verheyen received a degree in bioengineering from the University of Leuven in Flanders, Belgium. Mr. Verheyen has over 35 years of experience in the health care industry and extensive executive leadership experience, making him well qualified to serve on our board of directors.
Director Compensation
Director Compensation We maintain a compensation policy for our non-employee directors that is intended to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Pursuant to our director compensation policy, our non-employee directors receive on an annual basis a $35,000 retainer paid in cash. In addition, the chairman of the board, if he or she is a non-employee director, receives an annual cash retainer of $30,000 and standing committee members receive the annual committee fees set forth below.
Director Compensation
| Audit Committee Chair: | $15,000 | | Audit Committee Member (other than the committee Chair): | $7,500 | | Compensation Committee Chair: | $10,000 | | Compensation Committee Member (other than the committee Chair): | $5,000 | | Corporate Governance and Nominating Committee Chair: | $8,000 | | Corporate Governance and Nominating Member (other than the committee Chair): | $4,000 | | Science and Technology Strategy Committee Chair: | $10,000 | | Science and Technology Strategy Committee Member (other than the committee Chair): | $5,000 |
Director Compensation
Effective in January 2021, upon initial appointment to the board of directors, a non-employee director is awarded an option to purchase 20,000 shares of common stock that vest over three years with one-third vesting on the one-year anniversary of the grant date and the balance vesting in eight equal quarterly installments, or the Initial Option. On the first trading day following December 31 of each year, each non-employee director is awarded an option to purchase 10,000 shares of common stock, or the Annual Option. Such options vest and become exercisable on the first anniversary of the grant date. In March 2023, our board of directors amended our non-employee director compensation policy such that the Initial Option was an option to purchase 40,000 shares of common stock and the Annual Option was an option to purchase 20,000 shares of common stock. In December 2023, our board of directors further amended our non-employee director compensation policy such that the Initial Option is an option to purchase 48,800 shares of common stock and the Annual Option is an option to purchase 24,400 shares of common stock. Daniel R. Passeri, a director who also serves as our chief executive officer, does not receive any additional compensation for his service as director. Mr. Passeri is one of our named executive officers and accordingly, the compensation we pay to Mr. Passeri is discussed under “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.” The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a chair of one of our standing committees, during the year ended December 31, 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Pamela Garzone (3) | 30,139 | 111,692 | — | 141,831 | | Patrick Verheyen (3) | 35,146 | 100,168 | — | 135,314 | | Frank Morich | 85,500 | 20,766 | — | 106,266 | | Peter A. Kiener | 58,250 | 20,766 | 65,167 | 144,183 | | Frederick Driscoll | 55,542 | 20,766 | — | 76,308 | | Tamar Howson (4) | 21,369 | 24,856 | — | 46,225 | | Aaron Fletcher (5) | 35,862 | 20,766 | — | 56,628 |
Director Compensation
(1) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 9 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. For Ms. Howson, the amount includes $4,090 of incremental fair value related to previously granted options that were modified in June 2023, computed as of the modification date in accordance with FASB ASC Topic 718. (2) Represents consulting fees paid to Dr. Kiener. (3) Dr. Garzone and Mr. Verheyen joined our board of directors in April 2023. (4) Ms. Howson resigned from our board of directors effective June 7, 2023. Dr. Fletcher resigned from our board of directors effective October 9, 2023. The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2023:
Director Compensation
| Name | Shares Subject to Outstanding Stock Option Awards (#) | | Peter A. Kiener | 115,600 | | Frank Morich | 97,200 | | Frederick Driscoll | 96,000 | | Aaron Fletcher | 78,000 | | Tamar Howson | 58,263 | | Pamela Garzone | 40,000 | | Patrick Verheyen | 40,000 |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Daniel R. Passeri | 2023 | 604,824 | — | 2,407,500 | 3,156 | 3,015,480 | | Chief Executive Officer | 2022 | 747,507 | 234,637 | 388,130 | 3,576 | 1,373,850 | | Kerri-Ann Millar | 2023 | 444,181 | — | 715,201 | 3,156 | 1,162,538 | | Chief Financial Officer | 2022 | 418,459 | 137,000 | 497,890 | 3,576 | 1,056,925 | | Anish Suri | 2023 | 481,486 | — | 757,826 | 3,156 | 1,242,468 | | President and Chief Scientific Officer | 2022 | 489,832 | 148,572 | 525,674 | 3,576 | 1,167,654 |
Summary Compensation Table
(1) Salary refers to base salary compensation paid through our normal payroll process in the calendar year. (2) Bonus refers to bonuses paid in the following year based on achievement of corporate goals in the year shown. Our board of directors has not yet determined the 2023 bonus amounts for our named executive officers. (3) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 9 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. The amounts shown in this column consist of parking fees and executive disability benefit premiums paid by the Company in 2023.
Outstanding Equity Awards at Fiscal Year End 2023
Outstanding Equity Awards at Fiscal Year End 2023 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End 2023
| | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Daniel R. Passeri | 50,000 | — | 11.54 | 7/22/2025 | | Chief Executive Officer | 125,000 | — | 6.42 | 3/5/2029 | | | 131,250 | 18,750(1) | 16.26 | 2/9/2030 | | | 53,125 | 31,875(2) | 15.55 | 2/9/2031 | | | 37,500 | 62,500(3) | 5.01 | 3/24/2032 | | | 40,500 | 283,500(4) | 3.21 | 2/15/2033 | | | 93,750 | 356,250(5) | 4.20 | 7/20/2033 | | Kerri-Ann Millar | 53,749 | — | 7.50 | 12/27/2024 | | Chief Financial Officer | 50,000 | — | 11.54 | 7/23/2025 | | | 30,000 | — | 6.42 | 3/5/2029 | | | 26,250 | 3,750(6) | 16.26 | 2/4/2030 | | | 48,750 | 16,250(7) | 19.87 | 8/20/2030 | | | 43,750 | 26,250(2) | 15.55 | 2/9/2031 | | | 31,875 | 53,125(8) | 6.91 | 2/8/2032 | | | 3,750 | 6,250(3) | 5.01 | 3/24/2032 | | | 15,500 | 108,500(4) | 3.21 | 2/15/2033 | | | 23,541 | 89,459(5) | 4.20 | 7/20/2033 | | Anish Suri | 250,000 | — | 14.32 | 5/13/2025 | | President and Chief Scientific Officer | 10,000 | — | 8.26 | 8/13/2025 | | | 50,000 | — | 11.54 | 7/22/2025 | | | 105,000 | — | 6.42 | 3/5/2029 | | | 400,000 | — | 7.53 | 10/2/2029 | | | 56,875 | 8,125(6) | 16.26 | 2/4/2030 | | | 46,875 | 28,125(2) | 15.55 | 2/9/2031 | | | 30,750 | 51,250(8) | 6.91 | 2/8/2032 | | | 7,999 | 13,334(3) | 5.01 | 3/24/2032 | | | 15,687 | 109,813(4) | 3.21 | 2/15/2033 | | | 25,859 | 98,266(5) | 4.20 | 7/20/2033 |
Outstanding Equity Awards at Fiscal Year End 2023
(1) This option was granted on February 5, 2020, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 5, 2020. (2) This option was granted on February 10, 2021, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 10, 2021. (3) This option was granted on March 25, 2022, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from September 25, 2022. (4) This option was granted on February 16, 2023, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 16, 2023. (5) This option was granted on July 21, 2023, and the shares underlying the option are scheduled to vest in twenty-four equal monthly installments from August 21, 2023. This option was granted on February 5, 2020, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 5, 2020. This option was granted on August 21, 2020, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from February 21, 2021. (8) This option was granted on February 9, 2022, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 9, 2022.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure 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, or PEO, and our non-PEO named executive officers, or Non-PEO NEOs, and our performance for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment based on: Total Shareholder Return ($)(4) | Net Income ($ Millions) | | 2023 | 3,015,480 | 1,356,650 | 1,202,503 | 117,009 | 21.10 | (51) | | 2022 | 1,373,850 | (610,573) | 1,112,289 | (996,435) | 22.78 | (53) | | 2021 | 1,820,756 | 1,276,706 | 1,436,619 | 812,687 | 91.13 | (44) |
Pay Versus Performance Disclosure
(1) Daniel Passeri was our PEO for all years in the table. The Non-PEO NEOs were Kerri-Ann Millar and Anish Suri for all years in the table. (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 named executive officers during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v) and as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs 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 Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Option Awards for PEO ($) | Inclusion of Equity Value for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,015,480 | (2,407,500) | 748,670 | 1,356,650 | | 2022 | 1,373,850 | (388,130) | (1,596,293) | (610,573) | | 2021 | 1,820,756 | (1,046,053) | 502,003 | 1,276,706 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,202,503 | (736,514) | (348,981) | 117,009 | | 2022 | 1,112,289 | (511,782) | (1,596,942) | (996,435) | | 2021 | 1,439,619 | (892,221) | 265,289 | 812,687 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO | Fair Value at Last Day of Prior Year Equity Awards Forfeited During Year for PEO | Total – Inclusion of Equity Values for PEO ($) | | 2023 | 1,190,794 | (245,681) | 247,336 | (443,779) | — | 748,670 | | 2022 | 172,343 | (825,671) | 18,280 | (961,245) | — | (1,596,293) | | 2021 | 583,257 | (326,805) | 73,383 | 172,168 | — | 502,003 |
Pay Versus Performance Disclosure
| Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 439,267 | (199,605) | 88,257 | (676,900) | — | (348,981) | | 2022 | 159,862 | (970,523) | 20,142 | (806,423) | — | (1,596,942) | | 2021 | 497,484 | (358,675) | 62,591 | 63,889 | — | 265,289 |
Pay Versus Performance Disclosure
Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the amounts set forth in the Summary Compensation Table. (4) Assumes $100 was invested for the period starting December 31, 2020 through the end of the listed year in our common stock. Historical stock performance is not necessarily indicative of future stock performance.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the two most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the two most recently completed fiscal years.