DEF 14A of Mereo BioPharma Group plc, Apr 9, 2026

DEF 14A of Mereo BioPharma Group plc

Filed Apr 9, 2026 · FY20250001193125-26-148832

Open on EDGAR

  1. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    What are the voting recommendations of our Board regarding the election of directors and other proposals? The following table summarizes the items that will be brought for a vote of our shareholders at the Meeting, along with the Board’s voting recommendations.

  2. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    | Proposal | Description of Proposal | Board’s Recommendation | | 1 | To receive and adopt the U.K. statutory annual report and accounts for the year ended December 31, 2025. | FOR | | 2 | Re-appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s auditors, to hold office until the conclusion of the next annual general meeting of shareholders at which the Company’s annual report and accounts are presented. | FOR | | 3 | Authorization of the Audit and Risk Committee to determine PwC’s remuneration for the fiscal year ending December 31, 2026. | FOR | | 4 | Approval of our U.K. directors’ remuneration report (excluding the directors’ remuneration policy), as set out in the Company’s annual report and accounts for the year ended December 31, 2025, on an advisory (non-binding) basis. | FOR | | 5 | Approval of the directors’ remuneration policy as set out in the Company’s annual report and accounts for the year ended December 31, 2025, which takes effect from the end of the AGM. | FOR | | 6 | Approval of the compensation of the Company’s named executive officers, on an advisory (non-binding) basis. | FOR | | 7 | Re-appointment of Justin Roberts as a director. | FOR | | 8 | Re-appointment of Dr. Daniel Shames as a director. | FOR | | 9 | Re-appointment of Marc Yoskowitz as a director. | FOR | | 10 | That the Directors be generally and unconditionally authorized in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert securities into, shares in the Company up to a maximum aggregate nominal amount of £3,591,354.73, such authority to expire on June 30, 2029, save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to subscribe for or to convert any securities into shares to be granted after such expiry and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority conferred by this Resolution had not expired. Such authority shall replace the authority granted pursuant to section 551 of the Act at the annual general meeting of the Company held on May 22, 2023 to the extent not utilized at the date this Resolution is passed. | FOR |

  3. What are the voting recommendations of our Board regarding the election of directors and other proposals?

    | 11 | That, subject to Resolution 10 being passed, the Directors be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities for cash pursuant to the authority given by Resolution 10 and to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment or sale of equity securities up to an aggregate nominal value of £3,591,354.73, such power to expire on June 30, 2029, save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted and equity securities held as treasury shares to be sold after such expiry, and the Directors may allot equity securities and sell equity securities held as treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired. Such power shall replace the power granted pursuant to section 570 and section 573 of the Act at the annual general meeting of the Company held on May 22, 2023 to the extent not utilized at the date this Resolution is passed. | FOR |

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors. On March 26, 2026, Dr. Annalisa Jenkins notified the Board of her decision not to stand for re-election at the AGM. Dr. Annalisa Jenkins will serve out the remainder of her term, which will expire immediately prior to the AGM. Effective as of the AGM, the size of our Board will be reduced to nine directors. Our Articles of Association require any director (i) in office who has been appointed by the Board since the previous general meeting, or (ii) for whom it is the third annual general meeting following the annual general meeting at which they were elected or last re-elected, to retire from office and (if they wish to continue to serve on the Board) stand for re-election by our shareholders. This is a constitutional arrangement that is routinely adopted by public limited companies incorporated in the United Kingdom. These provisions apply equally to all directors and ensure that each director is required to stand for re-election by our shareholders at regular intervals. For the avoidance of doubt, this arrangement does not amount to a “classified board” or “staggered board” structure of the sort adopted by some U.S. public companies, which typically have the intention of entrenching the positions of certain directors on a board. Having carried out an evaluation of the individual performance of each of Justin Roberts, Dr. Daniel Shames and Marc Yoskowitz with the support of the Nomination and Corporate Governance Committee, the Board is satisfied that their performance continues to be effective and that they continue to demonstrate commitment to their roles. The Board considers that it is entirely appropriate for each of Justin Roberts, Dr. Daniel Shames and Marc Yoskowitz to seek re-election at the Meeting. Each of the above directors has been nominated for re-election and no other nominees for directors have been presented. Therefore, it is anticipated that following the Meeting, if all of the above directors are re-elected, the Board of Directors will be comprised of nine members. In connection with Proposals 7 through 9, we set forth the biographical information for the nominees to our Board of Directors. For biographical information for the other directors see the section titled “Board of Directors and Corporate Governance.”

  5. Director Nominees

    Director Nominees The biographical information for Justin Roberts, Dr. Daniel Shames and Marc Yoskowitz, the nominees to our Board, is provided in “Proposal 7 — Re-election of Justin Roberts to the Board of Directors,” “Proposal 8 — Re-election of Dr. Daniel Shames to the Board of Directors,” and “Proposal 9 — Re-election of Marc Yoskowitz to the Board of Directors”

  6. Continuing Directors

    Continuing Directors Biographical information for those directors who are not standing for re-election at this Meeting and who will remain seated following the Meeting follows below. Dr. Denise Scots-Knight. Dr. Scots-Knight is a co-founder of Mereo and has served as our Chief Executive Officer since July 2015 and as a member of our Board of Directors since our formation. Prior to co-founding Mereo, she served as Managing Partner at Phase4 Partners Ltd. (“Phase4”), a venture capital firm investing globally in biotechnology companies which was an MBO from Nomura, where Dr Scots-Knight previously worked. Dr. Scots-Knight is currently a board member of Elanco Animal Health Incorporated and previously served as a member of the board of directors of Idenix Pharmaceuticals (acquired by Merck) and Albireo Pharma (acquired by Ipsen), and also previously served as a Trustee at the British Heart Foundation for nine years. Dr. Scots-Knight holds a Ph.D. in biochemistry from the University of Birmingham and was a Fulbright Scholar at the University of Berkeley, California. Mr. Michael Wyzga. Mr. Michael Wyzga has served on our Board since April 2019 following the closing of the merger between the Company and OncoMed Pharmaceuticals, Inc. (the “Merger”), and served as a director of OncoMed from October 2013 until the closing of the Merger. Mr. Wyzga is currently the President of MSW Consulting Inc., a strategic consulting group focused in the life sciences area. From December 2011 until November 2013, Mr. Wyzga served as President and Chief Executive Officer and a member of the board of directors of Radius Health, Inc. Prior to that, Mr. Wyzga served in various senior management positions at Genzyme Corporation, including as Chief Financial Officer from July 1999 until November 2011. Mr. Wyzga is currently Chairman of the board of directors of GenSight Biologics S.A. and Lead Independent Director of X4 Pharmaceuticals, Inc. Mr. Wyzga previously served as a member of the boards of directors of Adagio Therapeutics, LogicBio, Exact Sciences Corporation, Idenix Pharmaceuticals, Inc. and Altus Pharmaceuticals, Inc., and as a member of the supervisory board of Prosensa Holding B.V. He received an M.B.A. from Providence College and a B.S. from Suffolk University. Dr. Jeremy Bender. Dr. Jeremy Bender is currently the Chief Executive Officer and President of DayOne Biopharmaceuticals. Prior to joining DayOne, Dr. Bender was Vice President of Corporate Development at Gilead Sciences, a pharmaceutical company, from March 2018 to September 2020. Prior to that, he was Chief Operating Officer of Tizona Therapeutics from July 2015 to March 2018 and Chief Business Officer of Sutro Biopharma, a biotechnology company specializing in cancer and autoimmune therapeutics, from October 2012 to July 2015. Prior to joining Sutro Biopharma, he was Vice President of Corporate Development at Allos Therapeutics, a biotechnology company focused on cancer treatments, from January 2006 to September 2012. Dr. Bender began his career in the life sciences practice at Boston Consulting Group, a management consulting company. Dr. Bender holds a B.S. in Biological Sciences from Stanford University, a Ph.D. in Microbiology and Immunology from the University of Colorado, and an M.B.A. from the MIT Sloan School of Management. Dr. Anders Ekblom. Dr. Anders Ekblom has extensive experience as an executive and leader with broad business knowledge from senior roles in the biopharmaceutical industry, with global experience delivering products, projects, productivity and change management. He is currently Chairman of Xspray Pharma AB and Chairman/Non-Executive Board member of several other biotech companies,. During two decades at AstraZeneca, he was a member of global executive teams including Executive VP Global Medicines Development, Global Head Clinical Development, Global Therapy Area Head, Global Head Science and Technology Integration, and CEO AstraZeneca AB Sweden. Dr. Ekblom is also a board-certified MD (Anaesthesiology and Intensive Care), PhD, DDS, an Associate Professor at Karolinska Institute, Stockholm, Sweden, and a fellow of the Royal Swedish Academy of Engineering Sciences. Dr. Pierre Jacquet. Dr. Pierre Jacquet is currently Managing Director and Vice Chairman of L.E.K. Consulting’s Global Healthcare practice. He has served in a variety of leadership roles over 20 years at L.E.K., including Global Head, Healthcare Practice, Global Leadership Team, the Americas management committee, and various partner operating committees. Prior to joining L.E.K. in 2001, Dr. Jacquet was trained as a surgical resident at University of Liège, Belgium and served as a Fellow at the Washington Cancer Institute, where he authored over 40 publications and presentations. In addition to serving on Mereo’s Board of Directors, Dr. Jacquet is a Director of Neurvati, on the Advisory Board of Life Science Cares, and previously served as a Director of Osprey Pharmaceuticals. He earned a M.B.A from the Darden Graduate School at the University of Virginia, graduated Magna Cum Laude in Medicine from the University of Liège in Belgium and was awarded a Summa Cum Laude Doctor of Philosophy in biomedical sciences from the University of Liège in Belgium. Dr Deepika Pakianathan. Dr. Deepika Pakianathan is a Managing Member at Delphi Ventures and leads all of the firm’s biotechnology investment activities. She joined the Mereo Board subsequent to the merger with OncoMed Pharmaceuticals. She currently serves on the boards of Theravance Biopharma, Inc. and Karyopharm Therapeutics, Inc. and previously served on a number of boards, including Calithera Biosciences. Dr. Pakianathan joined Delphi in 2001 to build and lead the firm’s biotechnology investment practice. Prior to joining Delphi, Deepa was a Vice President in the healthcare group at J.P. Morgan. Prior to that, she was a biotechnology research analyst at Genesis Merchant Group. She worked as a postdoctoral scientist in the Immunology Department at Genentech Corporation from 1993 to 1997. Deepa received her Ph.D. and MS from Wake Forest University and her MSc and BSc from the University of Bombay.

  7. DIRECTORS' COMPENSATION

    DIRECTORS' COMPENSATION The following table presents the total compensation for each person who served as a non-executive member of our Board of Directors and received compensation for such service during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or awards to, or pay any other compensation to any of the members of our Board of Directors in 2025. We reimburse members of our Board of Directors for reasonable travel expenses. Dr. Scots-Knight, our Chief Executive Officer, did not receive any compensation for her service as a member of our Board of Directors in 2025. Dr. Scots-Knight’s compensation for service as a named executive officer (“NEO”) for fiscal years 2025 and 2024 is presented in “Executive Compensation—2025 Summary Compensation Table.”

  8. DIRECTORS' COMPENSATION

    | | Fees Earned or Paid in Cash | Share Awards (1) | Option Awards (1) | Total | | Name | ($) | ($) | ($) | ($) | | Dr. Jeremy Bender | — | 52,987 | 137,815 | 190,802 | | Dr. Anders Ekblom | — | 60,211 | 137,815 | 198,026 | | Dr. Pierre Jacquet | — | 48,168 | 137,815 | 185,983 | | Dr. Annalisa Jenkins(2) | — | 48,168 | 137,815 | 185,983 | | Dr. Deepika R. Pakianathan | 65,986 | — | 137,815 | 203,801 | | Justin Roberts(3) | — | — | — | — | | Dr. Daniel Shames | — | 43,352 | 137,815 | 181,167 | | Marc Yoskowitz | — | 43,352 | 137,815 | 181,167 | | Michael S. Wyzga | — | 96,339 | 137,815 | 234,154 |

  9. DIRECTORS' COMPENSATION

    (1) Amounts reflect the grant date fair value of awards granted in 2025 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 15 to our consolidated financial statements for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the non-executive directors upon vesting of applicable awards. (2) Dr. Annalisa Jenkins has announced her intention not to stand for re-election at the AGM. (3) Mr. Roberts has waived all remuneration in respect of his appointment as a non-executive director.

  10. Non-Executive Director Compensation Policy

    Non-Executive Director Compensation Policy Our non-executive directors are eligible to earn cash fees for service on the board of directors and for service on each committee on which the director is a member. The chairperson of each committee receives a higher fee for such service. Non-executive directors may voluntarily elect to convert their annual cash fees into deferred restricted stock units ("Deferred RSUs") over ADSs. The number of Deferred RSUs granted is determined by dividing the amount of the annual cash compensation by the average closing trading price of the Company’s ADSs over the most recent 30 trading days as of the grant date. These Deferred RSUs are delivered under the terms of the existing 2019 Non-Employee Equity Incentive Plan as amended (the “2019 NED EIP”) and they vest in substantially equal monthly installments over the plan year. Payment of Deferred RSUs in ADSs will generally be made 180 days following separation of service. In addition to annual cash fees or Deferred RSUs, as elected, equity incentive awards are granted to non-executive directors in line with the 2019 NED EIP. In February 2025, a total of 55,000 equity incentive awards in the form of market value options over ADSs, were granted to each non-executive director at an exercise price of $3.16 per ADS. Vesting is in equal monthly installments over the one-year period following grant date. No performance conditions were attached to the awards. The fees payable to directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

  11. Non-Executive Director Compensation Policy

    | | Member Annual Fee | Chairperson Annual Fee | | | ($) | ($) | | Board of Directors | 40,000 | 80,000 | | Audit and Risk Committee | 10,000 | 20,000 | | Remuneration Committee | 6,250 | 12,500 | | Nomination and Corporate Governance Committee | 5,000 | 10,000 | | Research and Development Committee | 5,000 | 10,000 |

  12. Non-Executive Director Compensation Policy

    We also reimburse our non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending our board of directors and committee meetings.

  13. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table, as well as the accompanying footnotes and narrative that follow the table, sets forth the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.

  14. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Non-Equity Incentive Plan Compensation(3) | Share Awards(4) | Option Awards(4) | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Dr. Denise Scots-Knight (1) (2) | 2025 | 642,917 | — | — | 2,001,019 | 88,603 | 2,732,540 | | Chief Executive Officer | 2024 | 581,865 | 290,205 | — | 2,212,164 | 78,877 | 3,163,111 | | Charles Sermon (2) | 2025 | 472,935 | — | — | 635,475 | 63,502 | 1,171,912 | | General Counsel | 2024 | 428,056 | 182,994 | — | 637,624 | 57,819 | 1,306,493 | | Christine Fox (2) | 2025 | 444,672 | — | — | 635,475 | 52,530 | 1,132,677 | | Chief Financial Officer | 2024 | 402,463 | 174,065 | — | 637,624 | 47,919 | 1,262,071 |

  15. 2025 Summary Compensation Table

    (1) Dr. Denise Scots-Knight also serves as a director but receives no additional compensation for this service. (2) Cash compensation paid to all named executive officers is denominated in pounds sterling. For the purposes of this table, all 2025 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2025 (£1/$1.34586) and all 2024 amounts have been converted based on the pound sterling/U.S. dollar exchange rate in effect as of December 31, 2024 (£1/$1.2546). (3) Amount shown reflects annual cash bonuses awarded for achievement of performance goals. No cash bonuses were paid to the NEOs for 2025. The Remuneration Committee elected to award the NEOs a bonus equal to 50% of their target in the form of an award of market value stock options in lieu of cash, granted on February 1, 2026 under the Company's 2019 Equity Incentive Plan, as amended (“2019 EIP”) for the fiscal year ended December 31, 2025. Because these options were granted in fiscal year 2026, the aggregate grant date fair value will be reflected in the proxy statement for the fiscal year ended December 31, 2026, under Option Awards. For a more detailed discussion of the Remuneration Committee’s process for determining the annual bonus award, see “Annual Cash Bonuses” below. (4) Amounts reflect the grant date fair value of awards granted in 2025 and 2024 in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see note 15 to our consolidated financial statements for the year ended December 31, 2025. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of applicable awards. (5) Amounts include health benefit and life insurance premium payments and pension contributions made by the Company. Life insurance premiums paid by the Company for named executive officers were: $4,226 (2024: $3,787) for Dr. Denise Scots-Knight; $3,109 (2024: $2,785) for Charles Sermon; and $2,923 (2024: $2,545) for Christine Fox.

  16. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Outstanding Equity Awards at 2025 Fiscal Year End Table The following table presents information regarding all outstanding share options and share awards held by each of our named executive officers as of December 31, 2025. All “Securities” within this table are expressed in ADSs, including awards over ordinary shares. Each ADS of the Company represents five ordinary shares. There were no outstanding unvested Share Awards as of December 31, 2025.

  17. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | | Option Awards | | | | | Name Dr. or Ph.D. or MBBS | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Dr. Denise Scots-Knight | 87,500 | | 5.40 | 05/20/2029 | | | 87,500 | | 3.00 | 07/23/2029 | | | 175,000 | | 1.84 | 02/20/2030 | | | 520,000 | | 2.72 | 02/01/2031 | | | 1,077,083 | 22,917(1) | 1.40 | 01/14/2032 | | | 838,541 | 311,459(2) | 1.01 | 01/25/2033 | | | 407,291 | 442,709(3) | 3.36 | 01/25/2034 | | | | 825,000(4) | 2.91 | 01/25/2035 | | Charles Sermon | 27,500 | | 5.40 | 05/20/2029 | | | 27,500 | | 3.00 | 07/23/2029 | | | 85,000 | | 1.84 | 02/20/2030 | | | 150,000 | | 2.72 | 02/01/2031 | | | 269,270 | 5,730(1) | 1.40 | 01/14/2032 | | | 291,666 | 108,334(2) | 1.01 | 01/25/2033 | | | 117,395 | 127,605(3) | 3.36 | 01/25/2034 | | | | 262,000(4) | 2.91 | 01/25/2035 | | Christine Fox | 170,000 | | 3.32 | 01/19/2031 | | | 215,416 | 4,584(1) | 1.40 | 01/14/2032 | | | 273,437 | 101,563(2) | 1.01 | 01/25/2033 | | | 117,395 | 127,605(3) | 3.36 | 01/25/2034 | | | | 262,000(4) | 2.91 | 01/25/2035 |

  18. Outstanding Equity Awards at 2025 Fiscal Year End Table

    (1) 25% of the shares underlying this share option vested and became exercisable on February 1, 2023, with the remainder vesting in equal monthly installments for the three years thereafter. (2) 25% of the shares underlying this share option vested and became exercisable on January 14, 2024, with the remainder vesting in equal monthly installments for the three years thereafter. (3) 25% of the shares underlying this share option vested and became exercisable on January 25, 2025, with the remainder vesting in equal monthly installments for the three years thereafter. (4) 25% of the shares underlying this share option vested and became exercisable on January 25, 2026, with the remainder vesting in equal monthly installments for the three years thereafter. Mereo currently grants equity awards under the 2019 EIP and the 2019 NED EIP. There are also still outstanding awards under two previous plans, the 2015 Plan and the Mereo Share Option Plan, however no awards have been granted under these plans since 2016 and no further grants are envisaged. The key terms of the plans are disclosed in note 15 to our consolidated financial statements for the year ended December 31, 2025.

  19. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following disclosure regarding compensation actually paid (“CAP”) as defined by the SEC to our executive officers and the performance of the Company. The table below presents information for each of the last two fiscal years regarding (i) the total compensation, as reported in the summary compensation table, for our principal executive officer serving in that capacity during the applicable fiscal year (the “PEO”) and the average total compensation of our other named executive officers, excluding the PEO, who were serving in that capacity during the applicable fiscal year as disclosed in the summary compensation table (“NEOs”), (ii) total compensation actually paid to the PEO and the total compensation actually paid to the other NEOs on average, (iii) total shareholder return for the Company, and (iv) the Company’s net income (loss). The amounts set forth below under the headings “Compensation Actually Paid to PEO” for our PEO and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  20. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1,4) | Average Summary Compensation Table Total for Non-PEO NEOs(1,2) | Average Compensation Actually Paid to Non-PEO NEOs(1,4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Loss | | | ($) | ($) | ($) | ($) | ($) | ($'000) | | 2025 | 2,732,540 | (1,957,068) | 1,152,295 | (282,039) | 55.56 | 41,878 | | 2024 | 3,163,111 | 6,176,259 | 1,284,282 | 2,231,881 | 466.67 | 43,253 | | 2023 | 2,219,323 | 5,447,682 | 1,044,650 | 2,003,803 | 308.00 | 29,466 |

  21. PAY VERSUS PERFORMANCE

    (1) Our PEO for each of fiscal years 2025 and 2024 was Dr. Denise Scots-Knight. (2) The amounts reported are from the Summary Compensation Table (“SCT”) above. (3) Pursuant to the SEC rules, the Total Shareholder Return (“TSR”) reflected in this column assumes $100 was invested on December 31, 2022 in our ADSs. Historic ADS price performance is not necessarily indicative of future ADS price performance. (4) CAP reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the "Exclusion of Share Awards and Option Awards" column are the totals from the Share Awards and Option Awards columns set forth in the Summary Compensation Table.

  22. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Exclusion of Share Awards and Option Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | | ($) | ($) | ($) | ($) | | 2025 | 2,732,540 | (2,001,019) | (2,688,588) | (1,957,068) | | 2024 | 3,163,111 | (2,212,164) | 5,225,312 | 6,176,259 | | 2023 | 2,219,323 | (1,328,761) | 4,557,120 | 5,447,682 |

  23. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Share Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2025 | 1,152,295 | (635,475) | (798,858) | (282,039) | | 2024 | 1,284,282 | (637,624) | 1,585,223 | 2,231,881 | | 2023 | 1,044,650 | (446,873) | 1,406,026 | 2,003,803 |

  24. PAY VERSUS PERFORMANCE

    The amounts in the "Inclusion of Equity Values" column in the tables above are derived from the amounts set forth in the following tables:

  25. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained 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 Unvested Equity Awards for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO | Total - Inclusion of Equity Values for PEO | | | ($) | ($) | ($) | ($) | | 2025 | 305,902 | (1,953,354) | (1,041,136) | (2,688,588) | | 2024 | 2,357,458 | 703,167 | 2,164,687 | 5,225,312 | | 2023 | 3,233,071 | 1,051,618 | 272,431 | 4,557,120 |

  26. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained 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 Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Total - Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2025 | 97,147 | (599,484) | (296,521) | (798,858) | | 2024 | 679,503 | 213,389 | 692,331 | 1,585,223 | | 2023 | 1,087,147 | 251,018 | 67,861 | 1,406,026 |

  27. PAY VERSUS PERFORMANCE

    (5) Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the specified year. Historical share performance is not necessarily indicative of future share performance. The following graphs set forth the relationships between compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs as compared to the performance metrics of total shareholder return and net loss: