DEF 14A of Adma Biologics, Inc.
Filed Apr 15, 2025 · FY20240001140361-25-013967
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| Name | Age | Principal Occupation and Business Experience | | Alison C. Finger | 61 | Ms. Finger has been a member of the Board since 2023 and currently serves as a member of the Company’s Compensation Committee and Governance and Nominations Committee. Ms. Finger has over 30 years of biotech and pharmaceutical leadership experience building and optimizing brands and portfolios in the areas of Gene Medicine, Cell Therapy, Oncology, Neurology, Virology, and Metabolics. She has commercialized products in the US, EU, Asia, and globally. Ms. Finger has served as Chief Operating Officer of Vicero, Inc. since September 2023, where she leads business operations, including strategic and financial planning, company build, and business development. Ms. Finger was Chief Commercial Officer at bluebird bio, Inc. (“bluebird”) from August 2015 to January 2021, where she built the commercial business enterprise in both Europe and the US, and prepared bluebird’s first gene and cell therapy products for market. Prior to bluebird, from May 2009 until May 2014, Ms. Finger was at Bristol-Myers Squibb Company (“BMS”) in roles with increasing responsibility, leading franchises for Virology, Neurology, and Hematology/Oncology. In these roles she led portfolio planning, product development and franchise strategy, and global commercialization. Ms. Finger also served as Managing Director of BMS Australia/NZ and has managed country, regional, and global P&Ls. Ms. Finger serves as an independent director for KeifeRx LLC and previously served as an independent director for VBL Therapeutics (Nasdaq: VBLT) from July 2021 to August 2022 and for Decibel Therapeutics (Nasdaq: DBTX) from December 2021 until its acquisition in September 2023. As a director of Decibel Therapeutics, Ms. Finger served as Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She has been Chair of the Alliance for Regenerative Medicine Gene Therapy Section and served on the Board of the Alliance for Regenerative Medicine Foundation. Ms. Finger also served as a member of the board for The Medicines Australia Industry Association and Member of the Pharmaceutical Strategic Working Group for the Australia Senator for Industry and Innovation. Ms. Finger has a B.A. from St. Lawrence University and an M.B.A. from Duke University Fuqua School of Business. | | | | Ms. Finger’s extensive experience as an executive in the biotech and pharmaceutical industry qualifies her to serve as a director of the Company. |
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
| Name | Age | Principal Occupation and Business Experience | | Eduardo Rene Salas | 63 | Mr. Salas has been a director of the Company since 2024 and serves as a member of the Company’s Audit Committee. Since 2022, Mr. Salas has served on the audit committee of Intra-Cellular Therapies, Inc. From 2021 to 2023, Mr. Salas served as the lead independent director and audit committee chair of Embody, Inc., a private company that was acquired by Zimmer Biomet Holdings, Inc. From 2020 to 2022, Mr. Salas served as Chief Financial Officer of Wellstat Therapeutics, LLC, a company focused on the development and distribution of pharmaceutical drugs. Prior to his tenure at Wellstat, Mr. Salas served as a senior client serving audit partner of Ernst & Young LLP (“EY”) from 2002 until retirement in 2019. Mr. Salas has a B.A. in business administration from The University of Texas at San Antonio. During his time at EY, Mr. Salas completed Strategic Leadership programs at Harvard Business School and at Northwestern University, Kellogg School of Management. | | | | Mr. Salas’ extensive experience as an audit professional serving both publicly traded and privately-owned companies, and his more recent experience as Chief Financial Officer of a pharmaceutical company, qualifies him to serve as a director of the Company. |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| Name | Age | Principal Occupation and Business Experience | | Steven A. Elms | 61 | Mr. Elms has been a director of the Company since 2007 and is the Company’s Chairman of the Board and a member of the Company’s Governance and Nominations Committee. Mr. Elms serves as a Managing Partner at Aisling Capital, which he joined in 2000. Previously, he was a Principal in the Life Sciences Investment Banking Group of Hambrecht & Quist. During his five years at Hambrecht & Quist, Mr. Elms was involved in over 60 financing and merger and acquisition transactions, helping clients raise in excess of $3.3 billion in capital. Prior to joining Hambrecht & Quist, Mr. Elms traded mortgage-backed securities at Donaldson, Lufkin & Jenrette. His previous healthcare sector experience includes over two years as a pharmaceutical sales representative for Marion Laboratories and two years as a consultant for The Wilkerson Group. Mr. Elms currently serves on the board of directors of Elevation Oncology (Nasdaq: ELEV), Marker Therapeutics (Nasdaq: MRKR) and Treeline Biosciences and previously served on the board of directors of Loxo Oncology, Inc. (Nasdaq: LOXO) and Zosano Pharma Corp. (Nasdaq: ZSAN) within the past five years. Mr. Elms received a B.A. in Human Biology from Stanford University and an M.B.A. from Kellogg Graduate School of Management at Northwestern University. | | | | Mr. Elms’ valuable experience in the investment banking industry, particularly with respect to strategic and financing transactions, qualifies him to serve as a director of the Company. |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| Name | Age | Principal Occupation and Business Experience | | Adam S. Grossman | 48 | Mr. Grossman has been a director of the Company since 2007, has served as the Company’s President and Chief Executive Officer since October 2011, and as the Company’s President and Chief Operating Officer between 2007 and October 2011, and is a co-founder of the Company. Mr. Grossman served as the Company’s Interim Chief Financial Officer from April 2024 to July 2024. Mr. Grossman has over 25 years of experience in the blood and plasma industry. Mr. Grossman has served as the Chair of the North America Board of Directors of the Plasma Protein Therapeutics Association since September 2023. Prior to founding the Company, Mr. Grossman was the Executive Vice President of National Hospital Specialties and GenesisBPS, positions he held between 1994 and 2011. He has experience in launching new products, building and managing national and international sales forces, managing clinical trials and completing numerous business development transactions. Previously, he worked at MedImmune, Inc., where he worked on marketing teams for RSV and CMV immunoglobulins, and at the American Red Cross, where he launched new products with the Biomedical Services division. Mr. Grossman received a B.S. in Business Administration, with a specialization in International Business and Marketing, from American University. Mr. Grossman is the son of Dr. Jerrold B. Grossman, our Vice Chairman and co-founder. | | | | Mr. Grossman’s experience and deep understanding of the Company’s business and valuable insight into its day-to-day operations as President and Chief Executive Officer qualifies him to serve as a director of the Company. |
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| Name | Age | Principal Occupation and Business Experience | | Young T. Kwon, PhD | 53 | Dr. Kwon has been a director of ADMA since 2021 and currently serves as the Chairman of each of the Compensation Committee and Audit Committee. From April 2022 to September 2024, Dr. Kwon served as Chief Executive Officer at Alchemab Therapeutics, a biotechnology company focused on the discovery and development of naturally-occurring protective antibodies in neurodegeneration and oncology. He was also recently an Advisor to Lightstone Ventures, a venture capital firm investing in biotech and medical device companies. Dr. Kwon held a variety of leadership roles as a senior executive at Momenta Pharmaceuticals from January 2011 until January 2021. Dr. Kwon was previously Chief Financial and Business Officer at Momenta, where he had responsibility for business development, strategy, finance, investor relations, and commercial. Dr. Kwon led public equity financings raising nearly $500 million and led the company’s sale to Johnson & Johnson for $6.5 billion. Prior to Momenta, Dr. Kwon was a business development professional at Biogen, driving a variety of transactions. Dr. Kwon previously worked at the venture capital firm Advanced Technology Ventures, investing in early-stage biotech and medical device companies. Dr. Kwon received a B.S. in Biology from the Massachusetts Institute of Technology and a Ph.D. in Biological Chemistry and Molecular Pharmacology from Harvard University. | | | | Dr. Kwon’s extensive strategic and financial experience in the healthcare sector qualifies him to serve as a director of the Company. |
Executive Summary
| • | Executed multiple, long-term high-titer plasma supply contracts with third parties which are expected to significantly increase access to raw material plasma used to produce ASCENIV, as they allow the Company to source high-titer plasma from approximately 250 collection centers, a five-fold increase in total collection capacity. |
Executive Compensation Philosophy
| • | Align pay with performance at the company and individual level via short-term and long-term performance incentives that are designed to enhance stockholder value; |
Executive Compensation Philosophy
| • | Provide an incentive for long-term continued employment with the Company. |
Executive Compensation Philosophy
| What We Do | What We Don’t Do | | ✔ We pay for performance ✔ We grant long-term time-based awards under our long-term equity compensation plan based on individual performance ✔ We consider and benchmark against peer groups in establishing compensation ✔ We retain an independent compensation consultant ✔ We have a clawback and recoupment policy | ✘ We do not encourage excessive risk-taking in our compensation practices ✘ We do not provide for tax gross-up payments in our agreements ✘ We do not grant excessive severance, pension or other benefits ✘ We have not historically repriced stock options and are unable to reprice stock options under the ADMA Biologics, Inc. 2022 Equity Compensation Plan (the “2022 Plan”) without stockholder approval |
Determination of Competitive Compensation for 2024
Determination of Competitive Compensation for 2024
Role of the Compensation Consultant
Role of the Compensation Consultant For most of 2024, the Compensation Committee engaged Radford Aon, plc (“Radford Aon”), a nationally known executive compensation and benefits consulting firm, to serve as the independent compensation consultant, working directly with the Compensation Committee to assist in a review of our overall director and executive compensation programs, including with respect to benchmarking executive compensation. Radford Aon reviewed our compensation peer group to ensure it was relevant for competitive analysis of executive pay and reviewed our compensation practices with respect to our named executive officers relative to the pay levels and practices of our peer group. In October 2024, the Compensation Committee switched from Radford Aon to Pay Governance LLC (“Pay Governance”), another nationally known executive compensation and benefits consulting firm, to assist it in evaluating the peer group and conducting an executive compensation analysis for 2025. Pay Governance provided additional analyses to ensure that the Company was using the appropriate comparator group for our executive compensation benchmarking, to provide an understanding of how our executive compensation program compared to market practice and to serve as the basis for our Compensation Committee’s assessment regarding current pay competitiveness and potential actions for 2025. In engaging Radford Aon and Pay Governance in fiscal year 2024, the Compensation Committee determined that both consultants were independent in accordance with SEC Rule 10C-1 and that their work did not raise any conflict of interest.
Overview of Compensation Elements
| Compensation Element | Compensation Objectives | Design | | Base Salary | • Recognizes performance of job responsibilities and attracts and retains individuals with superior talent. • Reflects the experience of the individual named executive officer and expected day-to-day contributions, supported by market data. | • Fixed compensation that is reviewed annually to consider changes in responsibility, experience, and market competitiveness. | | Short-Term Incentive Compensation | • At-risk pay is designed to motivate achievement of annual performance goals. • Provides incentives to attain short-term corporate and individual goals. | • Variable compensation based on corporate performance, and subject to further adjustment based on individual performance. • Market competitive targets established for named executive officers. | | Long-Term Incentive Compensation | • Drives stockholder value creation by aligning the interests of named executive officers with those of our stockholders. | • Long-term incentive compensation that vests over a four-year period from the date of grant. |
Peer Group and Market Data
Peer Group and Market Data The Compensation Committee approved a new peer group for 2024, based on the analysis conducted by Radford Aon. In selecting the new peer group, the Compensation Committee considered the increase in the Company’s valuation as compared to prior years, market capitalization, revenue, and headcount (among other things). The following comparator companies comprise the peer group for 2024:
Peer Group and Market Data
| • | Amylyx Pharmaceuticals | • | ANI Pharmaceuticals | • | Anika Therapeutics | • | Aurinia Pharmaceuticals | | • | BioCryst Pharmaceuticals | • | Catalyst Pharmaceuticals | • | Coherus BioSciences | • | Collegium Pharmaceutical | | • | Corcept Therapeutics | • | Deciphera Pharmaceuticals | • | Dynavax Technologies | • | Eagle Pharmaceuticals | | • | Harmony Biosciences Holdings | • | ImmunoGen | • | Ironwood Pharmaceuticals | • | MiMedx Group | | • | Mirum Pharmaceuticals | • | Pacira BioSciences | • | Supernus Pharmaceuticals | • | Travere Therapeutics | | • | Vanda Pharmaceuticals | • | Vericel | | | | |
Executive Compensation Components
| • | Awarded annual cash bonuses, as discussed in more detail below under the section entitled “Annual Bonuses.” |
Executive Compensation Components
| • | Made grants under the 2022 Plan, as discussed in more detail below under the section entitled “Long-Term Incentives – Equity Compensation.” |
Executive Compensation Components
| • | Entered into employment agreements with Ms. Kestenberg as Chief Operating Officer and Senior Vice President, Compliance, and Mr. Tade as Chief Financial Officer and Treasurer, upon their respective employment promotions, with restrictive covenants and severance compensation provisions. |
Annual Bonuses
Annual Bonuses We pay annual performance-based cash bonuses to reward the performance achievements of our named executive officers. The corporate performance goals vary year by year, as approved by the Compensation Committee. We set target award levels for our executives based on a percentage of their base salary. Although the Compensation Committee examines pre-established performance goals in determining whether to pay an annual bonus to any named executive officer and the amount of such bonus, the Compensation Committee has determined it is in the Company’s best interest to retain discretion with respect to the annual bonuses as opposed to requiring set payments for various levels of satisfying these requirements. In addition, as discussed below, the Board also retains discretion to adjust the ultimate payout percentage based on individual performance. As such, actual payouts to the named executive officers can vary from the target opportunities based on actual performance. At an early January 2025 meeting, the Compensation Committee assessed whether and to what extent the applicable corporate goals were achieved for 2024. The tables below set forth the Compensation Committee determinations with respect to the annual bonus awards for 2024 for each named executive officer:
Annual Bonuses
| Name | Annual Bonus Target for 2024 (Percentage of Base Salary) | Target Payment for 2024 ($) | Actual Achievement for 2024 (Percentage of Base Salary) | Annual Bonus for 2024 ($) | | Adam S. Grossman | 85% | $680,000 | 150% | $1,020,000 | | Kaitlin Kestenberg | 50% | $230,000 | 150% | $345,000 | | Brad Tade | 45% | $195,750 | 130% | $254,475 | | Brian Lenz(1) | N/A | N/A | N/A | N/A |
Annual Bonuses
| (1) Mr. Lenz was not eligible for a 2024 annual bonus because of his termination of employment during 2024. |
Annual Bonuses
The following table provides information regarding each of the corporate performance goals for the annual bonuses, the weighting used to determine such goals, and the ultimate achievement of such goals, as determined by the Compensation Committee:
Annual Bonuses
| Performance Metric | Weighting | Accelerator (if applicable) | Weighting | Achievement | | Conformance batches completed and FDA-filed PAS for yield enhancement with achievement of target increases. | 20% | FDA acceptance for PAS yield enhancement. | 20% | 40% | | Preparation, filing and acceptance of FDA submission for further fill-finish enhancement. | 15% | | | 5% | | Plasma collection and related expenses for normal source plasma in line with business targets, and streamlining of ADMA BioCenters operations. | 15% | | | 15% | | Drug Substance Batches in line with internal business targets. | 15% | Drug Substance Batches exceeding internal business targets at a percentage increase approved by the Board. | 5% | 20% | | Implementation and execution of IT/Finance infrastructure and Manufacturing document control upgrades on or before December 31, 2024. | 10% | | | 10% | | Achievement of revenues in excess of a Board-approved percentage increase over 2024 budget, and total operating expenses in accordance with 2024 budget. | 25% | Achievement of revenues in excess of 2024 budget by a target percentage approved by the Board, including ASCENIV revenue leading the revenue mix shift. | 20% | 45% | | Total | | | | 135% |
Annual Bonuses
The Board reserves the right to adjust the aggregate percentage of the bonus payout up or down by up to 15% based upon the individual performance of our named executive officers relative to the performance goals described above. Accordingly, actual payouts may be lower or higher than target bonus opportunities based on individual performance. For 2024, the Board adjusted the performance achievement for each named executive officer as follows: Mr. Grossman – increased achievement by 15% based on individual performance, Ms. Kestenberg – increased achievement by 15% based on individual performance, and Mr. Tade – decreased achievement by 5% based on individual performance.
Long-Term Incentives – Equity Compensation
Long-Term Incentives – Equity Compensation We maintain the 2022 Plan, which is a broad-based omnibus equity compensation program that permits the Compensation Committee to award various types of equity-based awards, including stock options, restricted stock units, and performance-based equity. As a general matter, equity grants to executive officers are intended to incentivize such officers to contribute materially to the growth of the Company, thereby benefitting the Company’s stockholders and aligning the economic interests of the participants with those of the stockholders. We consider stock options to be performance-based because they provide a strong incentive to increase stockholder value and only provide value to the named executive officers if the market price of our common stock increases following the date of grant. We believe the restricted stock unit awards provide an appropriate level of balance to the performance-oriented equity components of our long-term program. The Compensation Committee approves equity grants to the named executive officers. In February 2024, Messrs. Grossman and Tade received long-term equity incentive awards, consisting of restricted stock units that vest in substantially equal installments on the first four anniversaries of the date of grant and stock options that vest with respect to 25% of the shares underlying the option on the one-year anniversary of the date of grant, and the remaining 75% of the shares vesting monthly in substantially equal installments over the next three years. In connection with Ms. Kestenberg’s promotion to Chief Operating Officer and Senior Vice President, Compliance in April 2024, and Mr. Tade’s promotion to Chief Financial Officer and Treasurer in July 2024, each such executive was granted stock options that vest with respect to 25% of the shares underlying the option on the one-year anniversary of the date of grant, and the remaining 75% of the shares vesting monthly in substantially equal installments over the next three years, and restricted stock units which will vest in substantially equal installments on each of the first four anniversaries of the date of grant. Mr. Lenz did not receive a 2024 long-term incentive award because his employment with the Company ended effective April 1, 2024. The table below summarizes the 2024 restricted stock units and stock options awarded to the executive officers of the Company pursuant to the long-term incentive program:
Long-Term Incentives – Equity Compensation
| Name | Restricted Stock Units (#) | Target Value of Restricted Stock Units ($) | Stock Options (#) | Target Value of Stock Options ($) | | Adam S. Grossman | 557,728 | $2,900,000 | 870,950 | $2,900,000 | | Kaitlin Kestenberg | 192,320 | $1,000,000 | 300,328 | $1,000,000 | | Brad Tade(1) | 122,400 | $1,070,000 | 115,100 | $800,000 | | Brian Lenz | N/A | N/A | N/A | N/A |
Long-Term Incentives – Equity Compensation
| (1) Mr. Tade received two restricted stock unit grants in 2024—he received a grant of 50,000 restricted stock units in February 2024, with a target value of $270,000, in ordinary course in connection with the Company’s annual cycle awards, and he received a grant of 72,400 restricted stock units in July 2024, with a target value of $800,000, in connection with his promotion. |
Long-Term Incentives – Equity Compensation
For additional information regarding stock option and restricted stock unit award terms, see the narrative accompanying the Grants of Plan-Based Awards table.
Ongoing and Post-Employment Compensation
Ongoing and Post-Employment Compensation We are currently a party to employment agreements with Adam S. Grossman, Brad Tade, and Kaitlin Kestenberg (collectively, the “Executive Employment Agreements”), which entitle these named executive officers to receive a base salary and an annual performance-based bonus and provide that they are eligible to receive equity grants under our long-term incentive equity incentive program. The Executive Employment Agreements are designed to be part of a competitive compensation package and provide for severance pay and benefits upon an involuntary termination and for increased severance pay and benefits in the event an eligible employee is terminated from employment in connection with a “change of control” of the Company. The Executive Employment Agreements provide that each of the named executive officers is eligible to receive severance payments upon certain termination events, including termination by the Company without cause and by the executive for good reason, provided that the executive signs and does not revoke a release of claims in favor of the Company. In addition, the Executive Employment Agreements provide for enhanced severance payments for a termination of employment in connection with a change in control. The table below sets forth the severance payments to which each named executive officer is entitled pursuant to the Executive Employment Agreements in addition to each executive’s earned but unpaid target annual bonus for the prior year:
Ongoing and Post-Employment Compensation
| | Severance Payments | | Change in Control Severance Payments(1) | | | Executive | COBRA Health Continuation Payments | Salary Continuation, Plus Bonus Payments (If Applicable) | COBRA Health Continuation Payments | Salary Continuation, Plus Bonus Payments (If Applicable) | | Adam Grossman | The Company will pay health insurance premiums for 18 months | Equal monthly installment payments of 18 months of base salary plus 1(1)∕2 times target bonus | The Company will pay health insurance premiums for 24 months | Lump sum payment equal to 24 months’ base salary plus two times target bonus | | Brad Tade | The Company will pay health insurance premiums for 12 months | Equal monthly installment payments of 12 months of base salary | The Company will pay health insurance premiums for 12 months | Lump sum payment equal to 15 months’ base salary plus 1(1)∕2 times target bonus | | Kaitlin Kestenberg | The Company will pay health insurance premiums for 12 months | Equal monthly installment payments of 12 months of base salary | The Company will pay health insurance premiums for 12 months | Lump sum payment equal to 15 months’ base salary plus 1(1)∕2 times target bonus |
Ongoing and Post-Employment Compensation
| (1) The change in control severance period for Mr. Grossman begins immediately prior to a change in control and continues through the two year anniversary of the change in control. The change in control severance period for Mr. Tade and Ms. Kestenberg begins immediately prior to the change in control and continues through the one year anniversary of the change in control. |
Director Compensation
Director Compensation The following table provides compensation information for our non-employee directors for 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3)(4)(5)(6) | Total ($) | | Steven A. Elms(6) | 96,777 | 129,816 | 124,583 | 351,176 | | Dr. Jerrold B. Grossman | 90,000 | 129,816 | 124,583 | 344,399 | | Bryant E. Fong | 86,000 | 129,816 | 124,583 | 340,399 | | Lawrence P. Guiheen | 80,375 | 129,816 | 124,583 | 334,774 | | Young T. Kwon, PhD | 78,841 | 129,816 | 124,583 | 333,240 | | Alison C. Finger | 51,578 | 129,816 | 124,583 | 305,977 | | Eduardo Rene Salas(7) | — | — | 214,537 | 214,537 |
Director Compensation
| (1) Amounts reflected in this column represent the cash fees earned by non-executive directors for services during 2024. Fees earned are based on membership of the Board, committee membership and committee leadership positions. Please refer to our general policy on compensation of the members of our Board below in the section entitled “General Policy Regarding Compensation of Directors.” |
Director Compensation
| (2) On February 26, 2024, the Company granted to each of its non-employee directors RSUs with a grant date fair value of $129,816 (or 24,040 RSUs based on the $5.40 per share closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant), vesting in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the non-employee director’s continued service as of the applicable vesting date. |
Director Compensation
| (3) The amounts in this column represent the aggregate grant date fair value for stock option awards issued during 2024 computed in accordance with FAS ASC Topic 718. Please see footnote (3) to the Summary Compensation Table below for relevant assumptions made. As of December 31, 2024, the aggregate number of option awards outstanding (vested and unvested) for Mr. Elms, Dr. Grossman, Mr. Fong, Mr. Guiheen, Dr. Kwon, Ms. Finger and Mr. Salas was 332,680, 269,843, 329,166, 332,680, 235,843, 136,411 and 20,011, respectively. |
Director Compensation
| (4) On February 26, 2024, the Company granted to each of its then non-employee directors an option to purchase 37,541 shares of the Company’s common stock. Each option granted to such non-employee directors has an exercise price of $5.40, the closing price of the Company’s common stock on Nasdaq on February 26, 2024, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 26, 2034, and (ii) the first anniversary of such director’s ceasing to serve on the Board. |
Director Compensation
| (6) Board fees and option grants paid to Mr. Elms are assigned to Aisling. |
Director Compensation
| (7) On December 30, 2024, upon Mr. Salas becoming a director of the Company, the Company granted to Mr. Salas an option to purchase 20,011 shares of the Company’s common stock. The option has an exercise price of $17.49, the closing price of the Company’s common stock on December 30, 2024, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant, subject to Mr. Salas’ continued service on the applicable vesting date. |
General Policy Regarding Compensation of Non-Employee Directors
General Policy Regarding Compensation of Non-Employee Directors Pursuant to a Board-approved compensation program, effective January 1, 2023, each non-employee director of the Company is paid an annual cash retainer of $50,000. The Chairman and Vice-Chairman are each paid an additional fee of $40,000. Effective January 1, 2023 through December 31, 2024, the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Governance and Nominations Committee were each paid $22,250, $16,500 and $11,000, respectively. Effective January 1, 2023 through December 31, 2024, members of the Audit Committee, the Compensation Committee and the Governance and Nominations Committee were each paid a retainer of $11,125, $8,250 and $5,500, respectively. Since October 2020, 25% of the annual Board and Committee fees are paid to each member of the Board on a quarterly basis, with such payment occurring approximately 5-10 calendar days before the conclusion of the applicable quarter. For 2024, option grant awards to non-employee directors were determined by the Board in its sole, good faith discretion, other than grants made at the time of appointment, as described below. On February 26, 2024, the Company granted to each of its then non-employee directors an option to purchase 37,541 shares of the Company’s common stock and 24,040 RSUs. Each option granted to such non-employee directors has an exercise price of $5.40, the closing price of the Company’s common stock on Nasdaq on February 26, 2024, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 26, 2034 and (ii) the date that is 90 days from the date such director ceases to serve on the Board. The RSUs will vest in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the director’s continued service as of the applicable vesting date. Effective March 6, 2023, upon election to the Board, each new director will be granted stock options to purchase shares of the Company’s common stock with a grant date value equal to $350,000. Information regarding compensation for those of our directors who are also employees is set forth in the Executive Compensation - Summary Compensation Table below.
Summary Compensation Table
Summary Compensation Table The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to our named executive officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Adam S. Grossman | 2024 | $800,000 | — | $3,011,731 | $3,042,274 | $1,020,000 | $44,729 | $7,918,734 | | President, Chief Executive Officer and Director | 2023 | $750,000 | $793,125 | $1,921,878 | $2,527,844 | | $46,802 | $6,039,649 | | | 2022 | $636,540 | $837,351 | $501,000 | $629,064 | | $45,545 | $2,649,501 | | Kaitlin Kestenberg | 2024 | $433,137 | — | $1,257,773 | $1,266,439 | $345,000(6) | $37,671 | $3,340,020 | | Chief Operating Officer & Senior Vice President of Compliance | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Brad L. Tade | 2024 | $374,792 | — | $1,253,192 | $1,002,292 | $254,475 | $51,684 | $2,936,435 | | Chief Financial Officer and Treasurer | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Brian Lenz | 2024 | $127,885 | — | — | — | — | $554,916 | $682,801 | | Former Executive Vice President and Chief Financial Officer(7) | 2023 | $475,000 | $334,875 | $452,836 | $595,607 | | $107,042 | $1,965,360 | | | 2022 | $445,578 | $471,755 | $229,625 | $288,321 | | $165,785 | $1,601,064 |
Summary Compensation Table
| (1) Prior to 2024, given the structure of the Company’s annual bonus program, all amounts paid pursuant to the Company’s annual bonus awards were disclosed in the “Bonus” column. Bonus amounts for 2023 include annual cash bonuses of $793,125 and $334,875 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in March 2024. Bonus amounts for 2022 include (i) annual cash bonuses of $612,351 and $296,755 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in March 2023, and (ii) retention bonuses of $225,000 and $175,000 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in June 2022. |
Summary Compensation Table
| (2) Amounts reflected in this column represent the aggregate grant date fair value of RSUs granted in 2024, computed in accordance with FASB ASC Topic 718 and the assumptions described in Note 2 of the notes to our consolidated financial statements contained in our Annual Report for the year ended December 31, 2024. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. |
Summary Compensation Table
| (3) Amounts in this column reflect the aggregate grant date fair value of stock options granted in 2024, computed in accordance with FASB ASC Topic 718 and the assumptions described in Note 2 of our notes to consolidated financial statements contained in our Annual Report for the year ended December 31, 2023. We estimate the fair value of each option on the grant date using the Black-Scholes model with the following assumptions: To determine the risk-free interest rate, we utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. The expected term of the options granted is in accordance with Staff Accounting Bulletin 107 which is based on the average between vesting term and contractual term. The expected dividend yield reflects our current and expected future policy for dividends on our common stock. The expected stock price volatility for our stock options was calculated by examining the historical volatility of the Company’s common stock since the stock became publicly traded in the fourth quarter of 2013. The material terms of the options held are described in the footnotes to the Outstanding Equity Awards at Fiscal-Year End table. |
Summary Compensation Table
| (4) Annual bonus awards for 2024 were paid pursuant to the Company’s annual bonus program based upon established performance goals and individual performance, as described in the Compensation Discussion & Analysis. Bonus amounts for 2024 include annual cash bonuses of $1,020,000, $345,000 and $254,475 for each of Mr. Grossman, Ms. Kestenberg and Mr. Tade, respectively, which were paid to the named executive officers in March 2025. |
Summary Compensation Table
| (5) This column represents other compensation, including 401(k) matching contributions by the Company, and Company payment of medical benefits and life insurance premiums for the NEOs. For 2024, the Company paid $13,800 in 401(k) employer matching contributions to each of Mr. Grossman, Ms. Kestenberg, and Mr. Tade. The Company also paid $30,479 for medical benefits and $450 in life insurance premiums for Mr. Grossman, $23,601 for medical benefits and $270 in life insurance premiums for Ms. Kestenberg, and $37,194 for medical benefits and $690 in life insurance premiums for Mr. Tade. With respect to Mr. Lenz, other compensation also includes a total of $475,000 paid in equal monthly installments from April 1, 2024 through December 31, 2024 pursuant to that certain Consulting Services Agreement, effective as of April 1, 2024, between the Company and Mr. Lenz (the “Consulting Agreement”), $27,904 in COBRA health insurance premiums paid on behalf of Mr. Lenz in 2024 and a total of $28,728 of reimbursed fees and expenses incurred by Mr. Lenz in connection with the Consulting Agreement. Mr. Lenz also received $13,800 in employer 401(k) matching contributions and $9,484 of medical benefits and life insurance premiums which, in each case, relate to his partial year employment prior to transitioning to the consultant role. |
Summary Compensation Table
| (6) Ms. Kestenberg’s cash bonus for 2024 performance was erroneously disclosed as $293,625 in the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2025. |
Summary Compensation Table
| (7) Mr. Lenz transitioned from Executive Vice President and Chief Financial Officer to a consultant role with the Company effective April 1, 2024, through March 31, 2025. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth each grant made to our named executive officers in 2024 under the plans established by the Company in the amounts granted on such dates.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Adam S. Grossman | 2/26/2024 | — | | — | — | — | — | 557,728 | 870,950 | $5.40 | $6,054,005 | | | 3/2025 | — | $680,000 | — | — | — | — | — | — | — | — | | Kaitlin Kestenberg | 3/2025 | — | $230,000 | — | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 192,320 | 300,328 | $6.54 | $2,524,212 | | Brad L. Tade | 2/26/2024 | — | — | — | — | — | — | 50,000 | — | $5.40 | $270,000 | | | 3/2025 | — | $195,750 | — | — | — | — | — | — | — | — | | | 7/24/2024 | — | — | — | — | — | — | 72,400 | 115,100 | $13.58 | $1,985,484 | | Brian Lenz(4) | — | — | — | — | — | — | — | — | — | — | — |
Grants of Plan-Based Awards Table
| (1) The amounts included in this column reflect the target annual bonus amounts for each NEO for fiscal year 2024. The Company’s annual bonus program does not provide for threshold and maximum annual bonus amounts. Instead, the Compensation Committee determines target bonus amounts, which may be increased or decreased by up to 15% by the Board based on individual performance of the NEOs. Annual bonus amounts were paid in March 2025. Refer to the Compensation Discussion & Analysis for additional detail regarding the annual bonus payments. |
Grants of Plan-Based Awards Table
| (2) All other stock awards include RSUs granted to the NEOs for fiscal year 2024, as described in the Compensation Discussion & Analysis. |
Grants of Plan-Based Awards Table
| (3) All other option awards include stock options granted to the NEOs for fiscal year 2024, as described in the Compensation Discussion & Analysis. |
Grants of Plan-Based Awards Table
| (4) Mr. Lenz did not receive any equity awards in fiscal year 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding unexercised options and equity incentive plan awards which have not yet vested held by each of the named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | | Stock Awards(2) | | | Name | Grant Date | Number of Exercisable Shares Underlying Options (#) | Number of Unexercisable Shares Underlying Options (#) | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | | Adam S. Grossman President, Chief Executive Officer and Director | 02/25/2021 | 162,456 | 19,113 | $2.35 | 02/25/2031 | 45,788 | 785,264 | | | 03/07/2022 | 200,000 | 187,500 | $1.67 | 03/07/2032 | 150,000 | 2,572,500 | | | 03/06/2023 | 95,615 | 645,405 | $3.35 | 03/06/2033 | 430,272 | 7,379,165 | | | 02/26/2024 | — | 870,950 | $5.40 | 02/26/2034 | 557,728 | 9,565,035 | | Kaitlin Kestenberg Chief Operating Officer & Senior Vice President, Compliance | 01/30/2015 | 5,000 | — | $10.80 | 01/30/2025 | — | — | | | 07/30/2015 | 2,500 | — | $8.98 | 07/30/2025 | — | — | | | 02/14/2017 | 5,000 | — | $5.00 | 02/14/2027 | — | — | | | 06/05/2019 | 1,563 | — | $4.31 | 06/05/2029 | — | — | | | 06/05/2019 | 937 | — | $4.31 | 06/05/2029 | — | — | | | 08/19/2020 | 5,417 | — | $2.83 | 08/19/2030 | — | — | | | 02/25/2021 | 2,500 | 1,250 | $2.35 | 02/25/2031 | 5,000 | 85,750 | | | 07/19/2021 | 3,541 | 1,459 | $1.55 | 07/19/2031 | — | — | | | 03/07/2022 | — | — | — | — | 20,000 | 343,000 | | | 03/06/2023 | — | — | — | — | 71,250 | 1,221,937 | | | 07/24/2023 | — | — | — | — | 22,500 | 385,875 | | | 04/01/2024 | — | 300,328 | $6.54 | 04/01/2034 | 192,320 | 3,298,288 | | Brad L. Tade Chief Financial Officer and Treasurer | 06/26/2023 | — | — | — | — | 75,000 | 1,286,250 | | | 02/26/2024 | — | — | — | — | 50,000 | 857,500 | | | 07/24/2024 | — | 115,100 | $13.58 | 07/24/2034 | 72,400 | 1,241,660 | | Brian Lenz Former Executive Vice President and Chief Financial Officer | 02/25/2021 | 14,479 | 5,792 | $2.35 | 02/25/2031 | 13,750 | 235,812 | | | 03/07/2022 | 22,917 | 85,938 | $1.67 | 03/07/2032 | 68,750 | 1,179,062 | | | 03/06/2023 | 22,528 | 152,070 | $3.35 | 03/06/2033 | 101,382 | 1,738,701 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Stock options granted to our NEOs vest over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following 36 months, subject to the NEO’s continued employment through the applicable vesting date. Refer to the Compensation Discussion & Analysis for further discussion of the treatment of the stock options upon termination of employment and a change in control. |
Outstanding Equity Awards at Fiscal Year-End
| (2) RSUs granted to our NEOs vest quarterly on each one-year anniversary of the date of grant, over four years, subject to the NEO’s continued employment through the applicable vesting date. In each case, the RSUs will settle into shares of the Company common stock upon vesting. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The market value of the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $17.15 of the Company’s common stock on December 31, 2024 (the last trading day in 2024). |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information concerning each exercise of stock options and the vesting of restricted stock by our named executive officers during 2024.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Adam S. Grossman | 626,245 | 8,020,796 | 528,854 | 4,896,754 | | Kaitlin Kestenberg | 24,150 | 314,524 | 77,500 | 717,975 | | Brad L. Tade | — | — | 25,000 | 271,000 | | Brian Lenz | 283,081 | 3,319,081 | 218,648 | 2,259,251 |
Option Exercises and Stock Vested Table
| (1) Reflects options exercised during 2024. |
Option Exercises and Stock Vested Table
| (2) Amount calculated by determining the difference between the market price of the underlying options at exercise and the exercise price of the options. |
Option Exercises and Stock Vested Table
| (3) Shares represent the total number of RSUs that vested during 2024. |
Option Exercises and Stock Vested Table
| (4) Value realized upon vesting of the RSUs represents the total number of shares vested multiplied by the closing price on the vesting date. |
CEO Pay Ratio
CEO Pay Ratio SEC executive compensation disclosure rules require us to disclose the annual total compensation of our CEO for 2024, the median of the annual total compensation of all our employees other than our CEO, as well as their ratio to each other (the “CEO Pay Ratio”). During 2024, Mr. Grossman served as our President and Chief Executive Officer. We use the annual total compensation of Mr. Grossman as disclosed in the Summary Compensation Table to calculate our pay ratio. The annual total compensation for Mr. Grossman, and for the median of the annual total compensation of all employees is calculated in accordance with SEC rules applicable to the Summary Compensation Table. For 2024, these amounts were as follows:
CEO Pay Ratio
| • | Our CEO’s annual total compensation: $7,918,734 |
CEO Pay Ratio
| • | Our median compensated employee’s annual total compensation: $80,331 |
CEO Pay Ratio
| • | Chief Executive Officer Pay Ratio: 99 to 1 |
CEO Pay Ratio
In determining the median compensated employee based on annual total compensation paid, we chose December 31, 2024 as the date used to determine our employee population. As of this date, we had 633 employees, excluding the CEO, of which 626 were full-time salaried employees, with the remaining being part-time employees. There were no seasonal or temporary employees as of this date and no contractors were included in the population. The rules expressly permit the use of a “consistently applied compensation measure” (“CACM”) to determine our median employee. As our CACM, we used annualized salary for 2024. In determining our median compensated employee and calculating the CEO Pay Ratio, we did not use any of the exemptions permitted under SEC rules. Once we identified our median compensated employee, we determined that employee’s actual total compensation for 2024 using the same methodology used to calculate the annual total compensation of our named executive officers for purposes of the Summary Compensation Table. We believe that the CEO Pay Ratio set forth above is a reasonable estimate for 2024, determined in a manner consistent with SEC rules. The SEC rules for identifying the median compensated employee and calculating the CEO Pay Ratio based on that employee’s annual total compensation permit companies to apply certain exemptions and to make certain assumptions, adjustments, or estimates. Accordingly, the CEO Pay Ratio may not be comparable to the pay ratios reported by other companies, which may have used different methodologies, assumptions, adjustments, or estimates in calculating their pay ratios.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table below describes and estimates the amounts and benefits that our current named executive officers would have been entitled to receive upon a change of control or a termination of their employment in certain circumstances, assuming such events occurred as of December 31, 2024 (based on the plans and arrangements in effect on such date) and a valuation of our common stock based on its closing market price per share on December 31, 2024 (the last trading day of 2024) of $17.15 per share. The table also assumes that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described the Compensation Discussion & Analysis. For each current named executive officer, the payments and benefits detailed in the table below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each named executive officer, including any stock options and restricted stock units vested as of December 31, 2024 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End table). A description of some elements of the plans, arrangements, and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described in Compensation Discussion & Analysis. The footnotes to the table describe the assumptions that were used in calculating the amounts described below.
Potential Payments Upon Termination or Change in Control
| Name | Base Salary Continuation ($) | Bonus Payment (If Applicable) ($) | COBRA Health Reimbursement ($) | Vesting of Restricted Stock Units ($) | Vesting of Stock Options ($) | Total ($) | | Adam S. Grossman Qualifying Termination other than within CIC Period | 1,200,000 | 1,020,000 | 54,000 | 6,922,482 | 11,253,768 | 20,450,250 | | Qualifying Termination within CIC Period | 1,600,000 | 1,360,000 | 72,000 | 20,301,943 | 22,325,589 | 45,659,532 | | Kaitlin Kestenberg Qualifying Termination other than within CIC Period | 460,000 | — | 36,000 | — | — | 496,000 | | Qualifying Termination within CIC Period | 575,000 | 345,000 | 36,000 | 5,334,851 | 3,227,730 | 9,518,581 | | Brad L. Tade Qualifying Termination other than within CIC Period | 435,000 | — | 36,000 | — | — | 471,000 | | Qualifying Termination within CIC Period | 543,750 | 293,625 | 36,000 | 3,385,410 | 410,923 | 4,669,708 |
Potential Payments Upon Termination or Change in Control
As described in the Compensation Discussion & Analysis, Mr. Lenz terminated employment as Executive Vice President and Chief Financial Officer of the Company on April 1, 2024 and transitioned to a consulting role with the Company through March 31, 2025. In connection with his transition to the consulting role, from April 1, 2024 through December 31, 2024, the Company paid Mr. Lenz a monthly gross amount of $52,777.77, for a total of approximately $475,000, as well as $27,904 in COBRA health insurance premiums and $28,728 of reimbursed fees and expenses. Additionally, Mr. Lenz’s outstanding options and RSUs continued to vest through March 31, 2025 while he provided consulting services to the Company. Furthermore, Mr. Lenz will have until March 31, 2026 to exercise his outstanding stock options that are vested as of March 31, 2025.
Pay Versus Performance
Pay Versus Performance The following table provides information regarding fiscal years ended December 31, 2024, 2023, 2022 and 2021 in satisfaction of Item 402(v) of Regulation S-K. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the SEC.
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually paid to PEO ($)(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2); (3) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (f) | Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return ($)(4) (g) | Net Income (Millions) ($) (h) | | 2024 | 7,918,734 | 66,868,290 | 2,319,752(5) | 11,223,365 | 379.42 | 103.21 | 197.70 | | 2023 | 6,039,649 | 14,081,485 | 1,965,360 | 4,004,142 | 116.49 | 129.95 | (28.20) | | 2022 | 2,649,501 | 8,544,716 | 1,601,064 | 4,337,081 | 275.00 | 94.28 | (65.90) | | 2021 | 4,361,250 | 1,997,290 | 1,730,385 | 557,225 | 72.00 | 123.16 | (71.65) |
Pay Versus Performance
| (1) The amounts in the column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Adam Grossman, the Company’s President, Chief Executive Officer and Director. |
Pay Versus Performance
| (2) “Compensation Actually Paid” as set forth in this column is calculated in accordance with the Rules set forth under Item 402(v) and does not reflect the actual amounts earned or that may be earned by the applicable NEO. |
Pay Versus Performance
| (3) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |
Pay Versus Performance
| (4) The peer group used for purposes of calculating the amounts in this column is disclosed in “Compensation Discussion and Analysis” above. |
Pay Versus Performance
| (5) Mr. Lenz served as Chief Financial Officer until April 1, 2024, and transitioned into a consulting role; and Mr. Grossman served as Interim Chief Financial Officer from April 1, 2024 to July 2024. |
Pay Versus Performance
| | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 7,918,734 | 2,319,752 | 6,039,649 | 1,965,360 | 2,649,501 | 1,601,064 | 4,361,250 | 1,730,385 | | Adjustments for Pension | | | | | | | | | | Adjustment Summary Compensation Table Pension | — | — | — | — | — | — | — | — | | Amount added for current year service cost | — | — | — | — | — | — | — | — | | Amount added for prior service cost impacting current year | — | — | — | — | — | — | — | — | | Total Adjustments for Pension | — | — | — | — | — | — | — | — | | Adjustments for Equity Awards | | | | | | | | | | Adjustments for grant date values in the Summary Compensation Table | (6,054,005) | (1,593,232) | (4,449,722) | (1,048,443) | (1,130,064) | (517,946) | (2,968,762) | (1,350,450) | | Year-end fair value of unvested awards granted in the current year | 21,762,079 | 3,602,224 | 6,056,139 | 1,426,946 | 2,961,868 | 1,357,523 | 622,157 | 184,064 |
Pay Versus Performance
| | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 35,134,796 | 5,711,703 | 6,506,459 | 1,690,652 | 2,462,585 | 1,029,429 | (121,190) | (47,127) | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 8,106,686 | 1,182,918 | (71,039) | (30,373) | 1,600,826 | 867,012 | 103,834 | 40,352 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | — | — | — | | Dividend or dividend equivalents not otherwise included in total compensation | — | — | — | — | — | — | — | — | | Total Adjustments for Equity Awards | 58,949,556 | 8,903,614 | 8,041,836 | 2,038,782 | 5,895,215 | 2,736,017 | (2,363,960) | (1,173,160) | | Compensation Actually Paid (as calculated) | 66,868,290 | 11,223,365 | 14,081,485 | 4,004,142 | 8,544,716 | 4,337,081 | 1,997,290 | 557,225 |
Pay Versus Performance
Pay Versus Performance Graphic Description In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the NEOs other than the PEO, and total shareholder return (“TSR”); and (ii) compensation actually paid to the PEO and the NEOs other than the PEO, and net income (loss).