DEF 14A of Cue Biopharma, Inc.
Filed Apr 25, 2025 · FY20240000950170-25-058681
Proposal 2 - Election of Directors
Proposal 2 - 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 2 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, we expect that your bank, brokerage firm or other nominee cannot vote your shares on Proposal 2. 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 2 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 2. 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 seven 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. Passeri, Dr. Kiener, Dr. Morich, Dr. Garzone, Mr. Verheyen and Dr. Sarraf. 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. Mr. Driscoll will not stand for re-election at the Annual Meeting. Accordingly, our board of directors reduced the size of our board of directors to six members, effective immediately following the completion of Mr. Driscoll’s term at the Annual Meeting. At the Annual Meeting, stockholders will be asked to consider the election of Dr. Sarraf, who has been nominated for election as a director by our stockholders for the first time. Dr. Sarraf was appointed to our board of directors in March 2025, upon the recommendation of our nominating and corporate governance committee. 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 April 11, 2025 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 | | Peter A. Kiener | 2016 | Director | | Frank Morich | 2018 | Chairman | | Pamela Garzone | 2023 | Director | | Patrick Verheyen | 2023 | Director | | Pasha Sarraf | 2025 | Director |
Nominees for Election to the Board of Directors
Daniel R. Passeri, age 64, 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. 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 Peptone Switzerland AG and Lava Therapeutics (Nasdaq: LVTX). Dr. Kiener was a member of the board of directors of Pieris Pharmaceuticals, Inc. from 2018 through 2024, iTolerance, Inc. from 2021 through 2024 and 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 71, 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), a clinical-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. 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 in general, and drug development in particular, makes her well qualified to serve on our board of directors. Patrick Verheyen, age 65, 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.
Nominees for Election to the Board of Directors
Pasha Sarraf, age 55, joined our board of directors in March 2025. Dr. Sarraf has served as Principal at Upupa Advisory, a strategic advisory firm, since 2023. Dr. Sarraf previously served as the Chief Executive Officer and executive board member of Matterhorn Biosciences, a biotechnology company, from 2021 to 2023, where he built a supportive team and scaled the scientific effort to demonstrate the value of their T-cell receptors-based platform. Prior to joining Matterhorn Biosciences, Dr. Sarraf served as an Operating Partner of Flagship Pioneering, a venture capital company, from 2020 to 2021. There, he led a team at a portfolio company of Flagship Pioneering who discovered novel genetic circuits in Parkinson’s Disease, initiating a drug discovery program for an innovative target that was later licensed by GSK plc. Prior to joining Flagship Pioneering, Dr. Sarraf served as Senior Wall Street Analyst and Managing Director at Leerink Partners, formerly SVB Leerink. Prior to that, Dr. Sarraf joined McKinsey & Company in 2008 and served in various roles, including as Partner in the life sciences practice from 2015 through 2018, where he focused on strategy, diligence and forecasting. Dr. Sarraf is a member of the boards of directors of biotechnology companies PolarityBio and Praesidia Biotherapeutics, where he serves as Chairman. Dr. Sarraf obtained his M.D. and Ph.D. at Harvard Medical School and trained in internal medicine and rheumatology at Massachusetts General Hospital and National Institutes of Health, focusing on vasculitis, scleroderma and genetic inflammatory disorders. Dr. Sarraf has authored over 50 publications and multiple patents for novel therapies and molecular targets. Dr. Sarraf’s extensive experience in the business of science and biotechnology makes him well qualified to serve on our board of directors. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF MR. PASSERI, DR. KIENER, DR. MORICH, DR. GARZONE, MR. VERHEYEN AND DR. SARRAF.
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): | $5,000 |
Director Compensation
Upon initial appointment to the board of directors, a non-employee director is awarded an option to purchase 48,800 shares of common stock that vest over three years with one-third vesting on the one-year anniversary of the grant date and the balance vesting in eight equal quarterly installments. On the first trading day following December 31 of each year, each non-employee director is awarded an option to purchase 24,400 shares of common stock. Such options vest and become exercisable as to 50% of the underlying shares on the six-month anniversary of the grant date and as to the remaining 50% on the first anniversary of the grant date. Daniel R. Passeri, a director who also serves as our chief executive officer, does not receive any additional compensation for his service as director. Mr. Passeri is one of our named executive officers and accordingly, the compensation we pay to Mr. Passeri is discussed under “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.” The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a chair of one of our standing committees, during the year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Pamela Garzone | 50,000 | 45,750 | — | 95,750 | | Patrick Verheyen | 57,500 | 45,750 | — | 103,250 | | Frank Morich | 70,137 | 45,750 | — | 115,887 | | Michael J. Fox (3) | 10,625 | — | — | 10,625 | | Peter A. Kiener | 64,000 | 45,750 | 110,000 | 219,750 | | Frederick Driscoll | 54,000 | 45,750 | — | 99,750 | | Pasha Sarraf (4) | — | — | — | — |
Director Compensation
(1) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 8 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. (2) Represents consulting fees paid to Dr. Kiener. (3) Mr. Fox joined our board of directors in June 2024 and resigned from our board of directors effective August 28, 2024. (4) Dr. Sarraf joined our board of directors in March 2025. The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2024:
Director Compensation
| Name | Shares Subject to Outstanding Stock Option Awards (#) | | Pamela Garzone | 64,400 | | Patrick Verheyen | 64,400 | | Frank Morich | 121,600 | | Michael J. Fox | — | | Peter A. Kiener | 80,000 | | Frederick Driscoll | 120,400 | | Pasha Sarraf | — |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Daniel R. Passeri | 2024 | 492,910 | 186,660 | 711,195 | 3,156 | 1,393,921 | | Chief Executive Officer | 2023 | 604,824 | — | 2,407,500 | 3,156 | 3,015,480 | | Kerri-Ann Millar | 2024 | 463,000 | 111,120 | 467,508 | 3,156 | 1,044,784 | | Chief Financial Officer | 2023 | 444,181 | — | 715,201 | 3,156 | 1,162,538 | | Anish Suri (5) | 2024 | 465,411 | — | 703,635 | 11,068(6) | 1,180,114 | | Former President and Chief Scientific Officer | 2023 | 481,486 | — | 757,826 | 3,156 | 1,242,468 | | Matteo Levisetti | 2024 | 478,217 | 114,816 | 595,927 | 2,316 | 1,191,276 | | Chief Medical Officer | | | | | | |
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. (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 8 to our audited financial statements included with our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. The amounts shown in this column consist of parking fees and executive disability benefit premiums paid by the Company in 2024. Dr. Suri resigned from his role as President and Chief Scientific Officer in November 2024, at which time he began to provide other consulting and advisory services to the Company. (6) Of this amount, $7,912 represents consulting fees paid to Dr. Suri by the Company in 2024 following his resignation from his role as President and Chief Scientific Officer.
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End 2024
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Daniel R. Passeri | 125,000 | — | — | 6.42 | 3/5/2029 | | Chief Executive Officer | 150,000 | — | — | 18.96 | 2/9/2030 | | | 74,375 | 10,625(1) | — | 15.55 | 2/9/2031 | | | 62,500 | 37,500(2) | — | 5.01 | 3/24/2032 | | | 121,500 | 202,500(3) | — | 3.21 | 2/15/2033 | | | 318,750 | 131,250(4) | — | 4.20 | 7/20/2033 | | | 50,000 | 350,000(8) | — | 1.94 | 3/5/2034 | | | — | — | 350,000(9) | 0.70 | 7/23/2034 | | Kerri-Ann Millar | 50,000 | — | — | 11.54 | 7/23/2025 | | Chief Financial Officer | 30,000 | — | — | 6.42 | 3/5/2029 | | | 30,000 | — | — | 16.26 | 2/4/2030 | | | 65,000 | — | — | 19.87 | 8/20/2030 | | | 61,250 | 8,750(1) | — | 15.55 | 2/9/2031 | | | 53,125 | 31,875(5) | — | 6.91 | 2/8/2032 | | | 6,250 | 3,750(2) | — | 5.01 | 3/24/2032 | | | 46,500 | 77,500(3) | — | 3.21 | 2/15/2033 | | | 80,041 | 32,959(4) | — | 4.20 | 7/20/2033 | | | 31,250 | 218,750(8) | — | 1.94 | 3/5/2034 | | | 7,500 | 52,500(10) | — | 1.65 | 6/4/2034 | | | — | — | 120,000(9) | 0.70 | 7/23/2034 | | Anish Suri (11) | 250,000 | — | — | 14.32 | 5/13/2025 | | Former 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 | | | 65,000 | — | — | 16.26 | 2/4/2030 | | | 65,625 | 9,375(1) | — | 15.55 | 2/9/2031 | | | 51,250 | 30,750(5) | — | 6.91 | 2/8/2032 | | | 13,333 | 8,000(2) | — | 5.01 | 3/24/2032 | | | 47,062 | 78,438(3) | — | 3.21 | 2/15/2033 | | | 87,921 | 36,204(4) | — | 4.20 | 7/20/2033 | | | 37,500 | 262,500(8) | — | 1.94 | 3/5/2034 | | | 18,750 | 131,250(10) | — | 1.65 | 6/4/2034 | | | — | — | 250,000(9) | 0.70 | 7/23/2034 | | Matteo Levisetti | 65,625 | 9,375(6) | — | 13.14 | 2/21/2031 | | Chief Medical Officer | 26,875 | 16,125(5) | — | 6.91 | 2/8/2032 | | | 6,250 | 3,750(2) | — | 5.01 | 3/24/2032 | | | 66,250 | 68,750(7) | — | 3.36 | 1/16/2033 | | | 58,437 | 24,063(4) | — | 4.20 | 7/20/2033 | | | 32,500 | 227,500(8) | — | 1.94 | 3/5/2034 | | | 15,625 | 109,375(10) | — | 1.65 | 6/4/2034 | | | — | — | 200,000(9) | 0.70 | 7/23/2034 |
Outstanding Equity Awards at Fiscal Year End 2024
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. (2) 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. (3) 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. (4) This option was granted on July 21, 2023, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from January 21, 2024. (5) 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. (6) This option was granted on February 22, 2021, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from August 22, 2021. (7) This option was granted on January 17, 2023, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from July 17, 2023. (8) This option was granted on March 6, 2024, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from September 6, 2024. (9) This option was granted on July 24, 2024, and the shares underlying the option are scheduled to vest upon the satisfaction of performance metrics. (10) This option was granted on June 5, 2024, and the shares underlying the option are scheduled to vest in eight equal semi-annual installments from December 5, 2024. (11) Dr. Suri resigned from his role as President and Chief Scientific Officer in November 2024, at which time he began to provide other consulting and advisory services to the Company.
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) | | 2024 | 1,393,921 | 294,833 | 1,138,725 | 528,183 | 9.64 | (41) | | 2023 | 3,015,480 | 1,356,650 | 1,202,503 | 117,009 | 23.34 | (51) | | 2022 | 1,373,850 | (610,573) | 1,112,289 | (996,435) | 25.20 | (53) |
Pay Versus Performance Disclosure
(1) Daniel R. Passeri was our PEO for all years in the table. The Non-PEO NEOs were Kerri-Ann Millar and Anish Suri for 2023, and Kerri-Ann Millar, Anish Suri and Matteo Levisetti for 2024. 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. 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 1,393,921 | (711,195) | (387,893) | 294,833 | | 2023 | 3,015,480 | (2,407,500) | 748,670 | 1,356,650 | | 2022 | 1,373,850 | (388,130) | (1,596,293) | (610,573) |
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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,138,725 | (589,023) | (21,519) | 528,183 | | 2023 | 1,202,503 | (736,514) | (348,980) | 117,009 | | 2022 | 1,112,289 | (511,782) | (1,596,942) | (996,435) |
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 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO | Fair Value at Last Day of Prior Year Equity Awards Forfeited During Year for PEO | Total – Inclusion of Equity Values for PEO ($) | | 2024 | 524,484 | (543,213) | 13,195 | (382,359) | — | (387,893) | | 2023 | 1,190,794 | (245,681) | 247,336 | (443,779) | — | 748,670 | | 2022 | 172,343 | (825,671) | 18,280 | (961,245) | — | (1,596,293) |
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 ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 226,194 | (157,584) | 17,572 | (107,701) | — | (21,519) | | 2023 | 439,267 | (199,605) | 88,258 | (676,900) | — | (348,980) | | 2022 | 159,862 | (970,523) | 20,142 | (806,423) | — | (1,596,942) |
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, 2021 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 Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Average 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 PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Loss
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.