DEF 14A of CorMedix Inc., Apr 28, 2025

DEF 14A of CorMedix Inc.

Filed Apr 28, 2025 · FY20240001213900-25-036108

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our bylaws provide that the number of directors constituting the Board shall be not less than five nor more than nine. The Board may establish the number of directors within this range. There are seven directors presently serving on our Board. In March 2015, in connection with a backstop financing agreement, we granted Manchester Securities Corp. (“Manchester”), a subsidiary of Elliott Associates, L.P., the right for as long as it or its affiliates hold any of our common stock or securities convertible into our common stock to appoint, and nominate for election at subsequent stockholder meetings, up to two members of our Board and/or to have up to two observers attend Board meetings in a non-voting capacity. Manchester has exercised its appointment right and appointed Janet Dillione and Myron Kaplan as members of the Board in 2015 and 2016, respectively, and to nominate Ms. Dillione and Mr. Kaplan for election at subsequent stockholder meetings, including the Annual Meeting. The Board proposes the seven nominees listed below for election to the Board for a one-year term. The Board has determined that directors Janet Dillione, Gregory Duncan, Alan W. Dunton, Myron Kaplan, Steven Lefkowitz and Robert Stewart are independent as defined in Rule 5605 of the Nasdaq Global Market Listing Rules. In addition to the specific bars to independence set forth in that rule, we also consider whether a director or his or her affiliates have provided any services to, worked for or received any compensation from us or any of our subsidiaries in the past three years in particular. None of the nominees is related by blood, marriage or adoption to any other nominee or any of our executive officers.

  2. Director Nominees with Terms Expiring in 2025

    Director Nominees with Terms Expiring in 2025 The following table sets forth information concerning our director nominees as of April 25, 2025:

  3. Director Nominees with Terms Expiring in 2025

    | Name | Age | Director Since | Position(s) with CorMedix | | Janet Dillione | 65 | August 2015 | Director | | Gregory Duncan | 60 | November 2020 | Director | | Alan W. Dunton | 70 | March 2019 | Director | | Myron Kaplan | 80 | April 2016 | Director and Chairman of the Board | | Steven Lefkowitz | 69 | June 2017 | Director | | Joseph Todisco | 49 | March 2022 | Director and Chief Executive Officer | | Robert Stewart | 57 | April 2023 | Director |

  4. Director Nominees with Terms Expiring in 2025

    Janet Dillione has been a director of CorMedix since August 2015. Since November 2020, Ms. Dillione has served as the Chief Executive Officer of Connect America, a nationally recognized leader in comprehensive telehealth and remote patient monitoring solutions. Prior to joining Connect America, and starting in May 2014, she served as Chief Executive Officer of Bernoulli Enterprise, Inc., a real-time connected healthcare information technology company. Previously, she was at Nuance Communications, Inc., a leading provider of voice and language solutions for businesses and consumers around the world, having joined Nuance in April 2010 as Executive Vice President and General Manager of the Healthcare Division and serving as an executive officer from March 2010 until May 2014. From June 2000 to March 2010, Ms. Dillione held several senior level management positions at Siemens Medical Solutions, a global leader in medical imaging, laboratory diagnostics, and healthcare information technology, including President and Chief Executive Officer of the global healthcare IT division. Ms. Dillione currently serves as a director of Vizient, Inc., a private health care performance improvement company. Ms. Dillione received her B.A. from Brown University in 1981 and completed the Executive Program at The Wharton School of Business of the University of Pennsylvania in 1998. She has over 25 years of experience leading global teams in the development and delivery of healthcare technology and services. Among other qualifications, attributes and skills, Ms. Dillione’s financial and IT expertise and significant executive management experience with medical device and healthcare companies led to the conclusion of our Board that she should serve as a director of our Company in light of our business and structure. Gregory Duncan has been a director of CorMedix since November 2020. Mr. Duncan currently serves as the Chairman and CEO of Dogwood Therapeutics, Inc. (Nasdaq: DWTX), a clinical-stage biopharmaceutical company developing and commercializing innovative new medicines to treat chronic pain and fatigue related disorders. DWTX was formed through the integration of Virios Therapeutics, Inc., where Mr. Duncan has served as CEO and Chairman since 2020, and Wex Pharmaceuticals, in October 2024. From 2014 and prior to joining his current company, Mr. Duncan served as President and CEO of Celtaxsys, a privately held biotechnology company focused on cystic fibrosis and other rare, inflammatory diseases. Mr. Duncan has spent the majority of his career in senior leadership roles in commercial stage pharmaceutical companies. From 2007 to 2013, he served as a senior executive at UCB, including as President of its North America business, as well as an executive committee member. Prior to his roles with UCB, Mr. Duncan spent approximately 17 years at Pfizer where he gained significant experience across sales and marketing functions including serving as SVP of US Marketing and later as President of Pfizer’s Latin America business from 2005 to 2007. Mr. Duncan received his undergraduate degree from the State University of New York, Albany, and earned an MBA degree from Emory University. Among other experience, qualifications, attributes and skills, Mr. Duncan’s significant depth of experience in the pharmaceutical industry led to the conclusion of our Board that he should serve as a director of our Company considering our business and structure. Alan W. Dunton, M.D. has been a director of CorMedix since March 2019. He is the founder and principal consultant of Danerius, LLC, a biotechnology and pharmaceutical consulting business which he started in 2006. From 1994, he served in senior positions in Research and Development in the Pharmaceutical Division of Johnson & Johnson including President and Managing Director of Janssen, the major research, development and regulatory arm of the pharmaceuticals division at Johnson & Johnson. From January 2007 through March 2009, Dr. Dunton served as President and Chief Executive Officer of Panacos Pharmaceuticals, Inc. From November 2015 through March 2018, Dr. Dunton was the Head/Senior Vice President of Research, Development and Regulatory Affairs of Purdue Pharma L.P., a private pharmaceutical company. In addition to CorMedix, Dr. Dunton currently serves on the boards of three public companies. As a Director at Palatin Technologies, Inc. and Oragenics, Inc., he chairs the Compensation Committees of both companies. He also serves as a member of the Audit Committees of these companies. Additionally, Dr. Dunton is a member of the board of Recce Pharma Ltd., an Australian public biotechnology company focused on developing novel anti-infectives for serious and life-threatening diseases. Dr. Dunton received his Bachelor of Science degree in biochemistry, magna cum laude, from State University of New York at Buffalo, and received his M.D. from New York University School of Medicine. Among other qualifications, Dr. Dunton’s significant depth of experience in the pharmaceutical industry, including service as a director of public pharmaceutical companies, led to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure. Myron Kaplan became a director of CorMedix in April 2016 and became Chairman of the Board in August 2017. He is a founding partner of Kleinberg, Kaplan, Wolff & Cohen, P.C., a New York City general practice law firm, where he has practiced corporate and securities law for more than fifty years. In 2012, Mr. Kaplan became a trustee of the Lehman Brothers Plan Holding Trust. Previously, he served as a member of the board of directors of SAirGroup Finance (USA) Inc., a subsidiary of SAirGroup that had publicly issued debt securities, Trans World Airlines, Inc. and Kitty Hawk, Inc. Among his business and civic involvements, Mr. Kaplan currently serves on the boards of directors of a number of private companies and has been active for many years on the board of trustees and various board committees of JBI Libraries (formerly JBI International). After forty years of service Mr. Kaplan resigned from the board of the Children’s Museum of Manhattan. Mr. Kaplan graduated from Columbia College and holds a Juris Doctor from Harvard Law School. Among other experience, qualifications, attributes and skills, Mr. Kaplan’s experience in a broad range of corporate and securities matters and service as a director of public companies led to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure. Steven Lefkowitz was a director of CorMedix from August 2011 to June 2016. He was reappointed to the Board in June 2017. He also served as our acting Chief Financial Officer from August 2013 to July 2014. Mr. Lefkowitz has been the President and Founder of Wade Capital Corporation, a financial advisory services company, since June 1990. Mr. Lefkowitz has been a director of both public and private companies. Mr. Lefkowitz received his A.B. from Dartmouth College in 1977 and his M.B.A. from Columbia University in 1985. Among other experience, qualifications, attributes and skills, Mr. Lefkowitz’s education, experience and financial expertise led to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure.

  5. Director Nominees with Terms Expiring in 2025

    Joseph Todisco became a director of CorMedix in March 2022. Prior to joining CorMedix as our Chief Executive Officer, he was a senior executive at Amneal Pharmaceuticals, where for the prior 11 years he held various roles, most notably as Executive Vice President, Chief Commercial Officer where he was responsible for Amneal Specialty, a branded specialty products business with a focus on neurology and endocrinology. During his tenure at Amneal, Mr. Todisco held roles overseeing corporate development and international operations, leading commercial teams in several international markets including the UK, Australia and Germany, as well as leading Amneal’s merger integration with Impax Laboratories in 2018. He was previously Co-Founder and managing executive of Gemini Laboratories, a specialty pharmaceutical company focused on the sales and marketing for niche branded products in the US Market. Gemini Laboratories was established as an affiliate of Amneal Pharmaceuticals and was subsequently acquired by Amneal in 2018. Prior to joining Amneal, Mr. Todisco was Vice President, Business Development & Licensing at Ranbaxy, Inc. where he was responsible for developing and executing Ranbaxy’s North American commercial business strategy. Prior to Ranbaxy, he held various roles at Par Pharmaceutical, and in his earlier career held positions at Oppenheimer & Company and Marsh & McLennan Companies. Mr. Todisco obtained his MBA in finance from Fordham Graduate School of Business and his BA in Economics from Georgetown University. Among other qualifications, attributes and skills, Mr. Todisco’s business expertise and significant executive management experience in the pharmaceutical industry led to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure. Robert Stewart became a director of CorMedix in April 2023. Mr. Stewart is the current Chief Executive Officer of Theramex, a global specialty pharmaceutical company dedicated to women’s health, and has served in this role since March 2020. Prior to this, Mr. Stewart served as Chief Executive Officer of Amneal Pharmaceuticals Inc. from 2018 to 2019, and from 2009 through 2018 Mr. Stewart served in senior roles with Allergan, formerly Watson and Actavis, most notably as Chief Operating Officer (2015 – 2018) and President, Global Operations (2009 – 2015). Mr. Stewart has also previously held management roles with Abbott Laboratories, Knoll Pharmaceutical Company, and Hoffmann La Roche, Inc. Mr. Stewart currently sits on the Board of Directors of Cipla Ltd. and serves on the Board of Trustees for Fairleigh Dickinson University. Mr. Stewart obtained his bachelor’s degree in Finance & Business Management from Fairleigh Dickinson University. Among other qualifications, Mr. Stewart’s significant depth of experience in the pharmaceutical industry, including service as an executive director of other pharmaceutical companies, led to the conclusion of our Board that he should serve as a director of our Company in light of our business and structure.

  6. Information About the Board and its Committees

    Information About the Board and its Committees

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director Compensation in Fiscal Year 2024 The following table shows the compensation earned by each of our non-employee directors for the year ended December 31, 2024:

  8. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | Total ($) | | Janet Dillione | 78,000 | 81,564 | 159,564 | | Gregory Duncan | 72,000 | 81,564 | 153,564 | | Alan W. Dunton | 72,000 | 81,564 | 153,564 | | Myron Kaplan | 129,000 | 81,564 | 210,564 | | Steven Lefkowitz | 93,000 | 81,564 | 174,564 | | Robert Stewart | 75,000 | 81,564 | 156,564 |

  9. DIRECTOR COMPENSATION

    ____________ (1) The amounts included in this column are the dollar amounts representing the full grant date fair value of each stock option award calculated in accordance with FASB ASC Topic 718 and do not represent the actual value that may be recognized by the directors upon option exercise. For information on the valuation assumptions used in calculating these amounts, see Note 3 to our audited financial statements included in the Annual Report on Form 10-K. (2) As of December 31, 2024, the number of shares underlying options held by each non-employee director was as follows: 175,000 shares for Ms. Dillione; 112,500 for Mr. Duncan; 142,500 shares for Dr. Dunton; 156,000 shares for Mr. Kaplan; 138,000 shares for Mr. Lefkowitz; and 69,200 shares for Mr. Stewart.

  10. 2024 Director Compensation Program

    2024 Director Compensation Program The 2024 compensation program for our non-employee directors, as determined by the Board based on recommendations from the Compensation Committee and advice from Frederic W. Cook & Co., is set forth in the table below. All stock options are subject to continued service on the Board through the vesting date. The exercise price per share of each stock option granted to our non-employee directors is equal to the fair market value of our common stock as determined based upon the closing sales price for our stock on the date of grant.

  11. 2024 Director Compensation Program

    | | Cash | Stock Options (# of shares) | | Annual Fee | $55,000 | | | First Election to Board | | 30,000(1) | | Annual Grant, Prorated in First Year Following Election to the Board | | 30,000(2) | | Additional Annual Fee – Board Chair | $45,000 | | | Additional Annual Fee – Audit Chair | $23,000 | | | Additional Annual Fee – Compensation Chair | $18,000 | | | Additional Annual Fee – Nomination and Governance Chair | $14,000 | | | Additional Annual Fee – Audit Committee Non-Chair Members | $10,000 | | | Additional Annual Fee – Compensation Committee Non-Chair Members | $7,000 | | | Additional Annual Fee – Nomination and Governance Committee Non-Chair Members | $5,000 | | | Additional Annual Fee – Strategy Committee Members | $15,000 | |

  12. 2024 Director Compensation Program

    (1) Vests one third-each on the date of grant and the first and second anniversary of the date of grant. (2) Vests monthly over one year after the date of grant. We maintain a nonqualified deferred compensation plan for our non-employee directors, pursuant to which our non-employee directors may defer all of their cash director fees. Any cash fees due to a participating director will be converted into a number of shares of our common stock by dividing the dollar amount of fees payable by the closing price of our common stock on the date such fees would be payable, and the director’s unfunded account is credited with the shares. The shares that accumulate in a director’s account will be paid to the director on the tenth business day in January following the year in which the director’s service terminates for whatever reason, other than death, in which case the account will be paid within 30 days of the date of death to the designated beneficiary, as applicable. In the event of a change in control of our Company, the director would receive cash in an amount equal to the number of shares in the account multiplied by the fair market value of our common stock on the change in control date, and the payment would be accelerated to five business days after the effective date of the change in control. Ms. Dillione is our only non-employee director who participates in the nonqualified deferred compensation plan, and her unfunded account was credited with 48,909 shares of common stock as of December 31, 2024. No shares were deferred into the plan in fiscal year 2024.

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to compensation earned by our Named Executive Officers in the years ended December 31, 2024 and 2023:

  14. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Joseph Todisco | 2024 | 639,214 | 462,666 | 745,788 | 457,335 | 54,906 | 2,359,908 | | Chief Executive Officer | 2023 | 616,962 | — | 1,388,400 | 401,700 | 52,370 | 2,459,342 | | Matthew David | 2024 | 409,125 | 173,500 | 279,670 | 171,171 | 54,559 | 1,088,025 | | Chief Financial Officer | 2023 | 389,135 | — | 433,875 | 156,000 | 52,140 | 1,031,150 | | Elizabeth Hurlburt(3) | 2024 | 405,873 | 173,500 | 279,670 | 223,344 | 52,978 | 1,135,365 | | Executive Vice President, Chief Clinical Strategy and Operations Officer | | | | | | | |

  15. Summary Compensation Table

    ____________ (1) The amounts included in this column are the dollar amounts representing the full grant date fair value of each award calculated in accordance with FASB ASC Topic 718 and do not represent the actual value that may be recognized by the Named Executive Officers upon the settlement of restricted stock units or option exercise. (2) Represents premiums paid by us for health benefits and 401(k) plan employer match. (3) Ms. Hurlburt was not a named executive officer in respect of 2023.

  16. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table contains certain information concerning outstanding equity awards held by the Named Executive Officers as of December 31, 2024.

  17. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | Option Awards(1) | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Joseph Todisco | 250,000 | 250,000 | 3.38 | 05/09/2032 | 41,494(2) | 336,101 | | | 200,000 | 200,000 | 4.43 | 01/14/2033 | 100,000(3) | 810,000 | | | 66,666 | 200,001 | 3.47 | 01/12/2034 | | | | Matthew David | 122,667 | — | 5.63 | 05/11/2030 | 37,500(3) | 303,750 | | | 122,667 | — | 4.08 | 05/11/2030 | — | — | | | 40,000 | — | 8.32 | 01/10/2031 | — | — | | | 125,000 | — | 5.56 | 10/31/2031 | — | — | | | 75,000 | 25,000 | 4.03 | 02/17/2032 | — | — | | | 62,500 | 62,500 | 4.43 | 01/14/2033 | — | — | | | 25,000 | 75,000 | 3.47 | 01/12/2034 | — | — | | Elizabeth Hurlburt | 53,997 | — | 1.45 | 03/19/2028 | 37,500(3) | 303,750 | | | 12,711 | — | 8.30 | 01/10/2029 | | | | | 24,764 | — | 5.63 | 02/25/2030 | — | — | | | 27,612 | — | 5.63 | 05/11/2030 | — | — | | | 3,033 | — | 4.08 | 05/11/2030 | — | — | | | 70,000 | — | 8.32 | 01/11/2031 | — | — | | | 75,000 | 25,000 | 4.03 | 02/18/2032 | — | — | | | — | 62,500 | 4.43 | 01/14/2033 | — | — | | | — | 75,000 | 3.47 | 01/12/2034 | — | — |

  18. Outstanding Equity Awards at Fiscal Year-End 2024

    ____________ (1) Vesting based on continued employment over four years. (2) Each restricted stock unit represents the right to receive one share of our common stock. The restricted stock units vest as follows: 50% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and the remaining 20% on the third anniversary of the grant date, subject to continued service through the applicable vesting date. (3) Each restricted stock unit represents the right to receive one share of our common stock. The restricted stock units vest as follows: 25% on the grant date, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and the remaining 25% on the third anniversary of the grant date, subject to continued service through the applicable vesting date. (4) Fair market value of the shares that could be acquired based on the closing sale price per share of our common stock on the Nasdaq Global Market on December 31, 2024, which was $8.10.

  19. Potential Payments on a Qualifying Termination

    Potential Payments on a Qualifying Termination If the severance payments called for in our employment agreements for Mr. Todisco, Dr. David and Ms. Hurlburt had been triggered on December 31, 2024, we would have been obligated to make the following payments as described in more detail under the “Potential Payments Upon Termination or Change in Control” summary above:

  20. Potential Payments on a Qualifying Termination

    | Name | | Cash Severance(2) ($) | COBRA Subsidy ($) | Accelerated Equity Vesting(1) ($) | Total ($) | | Joseph Todisco | No Corporate Transaction | 1,096,965 | 46,863 | 1,871,767 | 3,015,595 | | | Within 24 months following a Corporate Transaction | 1,624,660 | 70,294 | 3,986,106 | 5,681,060 | | Matthew David | No Corporate Transaction | 478,296 | 35,031 | 433,438 | 946,765 | | | Within 24 months following a Corporate Transaction | 478,296 | 35,031 | 982,125 | 1,495,452 | | Elizabeth Hurlburt | No Corporate Transaction | 528,032 | 35,147 | 433,438 | 996,617 | | | Within 24 months following a Corporate Transaction | 528,032 | 35,147 | 982,125 | 1,545,304 |

  21. Potential Payments on a Qualifying Termination

    ____________ (1) Represents one year of additional time vesting of the executive’s outstanding equity awards, or full vesting of all then-outstanding equity awards if such termination occurs within 24 months following a corporate transaction. With respect to outstanding stock options, represents the difference between the fair market value of the shares that could be acquired based on the closing sale price per share of our common stock on the Nasdaq Global Market on December 31, 2024, which was $8.10, and the exercise prices of the applicable stock options. With respect to restricted stock units, represents the fair market value of the shares that could be acquired based on the closing sale price per share of our common stock on the Nasdaq Global Market on December 31, 2024, which was $8.10. (2) For Mr. Todisco, represents (i) a continuation of base salary for a period of twelve months (or 18 months if such termination occurs within 24 months following a corporate transaction), plus (ii) a pro rata bonus for 2024 (or, if such termination occurs within 24 months following a corporate transaction, the 2024 bonus plus a pro rata bonus for the first six months of 2025, determined assuming achievement of target level performance for 2025). For Dr. David and Ms. Hurlburt, represents a continuation of base salary for a period of nine months, plus (ii) a pro rata target bonus for 2024.

  22. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of SEC Regulation S-K, the following information is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under the applicable SEC rules, and the Company’s financial performance for the last three (3) fiscal years. As required by SEC rules, as it applies to smaller reporting companies, the table presented below discloses CAP for (i) our principal executive officer (“PEO”) and (ii) our named executive officers other than the PEO (the “Non-PEO NEOs”), on an average basis. The methodology for calculating amounts presented in the columns “CAP to PEO” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Executive Compensation discussion beginning on page 22 of this proxy statement.

  23. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with applicable SEC rules, the following table sets forth information concerning Summary Compensation Table (“SCT”) Total Compensation and CAP for the Company’s PEO and Non-PEO NEOs for fiscal years 2024, 2023 and 2022 and the corresponding financial performance in each year.

  24. Pay Versus Performance Table

    | Year | SCT Total – PEO David(1)(2) ($) | CAP – PEO David(1)(3) ($) | SCT Total – PEO Todisco(1)(2) ($) | CAP – PEO Todisco(1)(3) ($) | Average SCT Total – Non- PEO ($)(1)(4) | Average CAP Total – Non- PEO ($)(1)(3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(5) ($) | Net Income (Loss)/ Income in ($000) | | 2024 | — | — | 2,359,908 | 5,387,597 | 1,111,699 | 1,909,687 | 178.02 | (17,930) | | 2023 | — | — | 2,459,432 | 1,867,545 | 1,175,436 | 792,784 | 82.64 | (46,339) | | 2022 | 1,136,543 | 798,472 | 2,691,189 | 3,212,105 | 933,723 | 408,809 | 92.75 | (29,702) |

  25. Pay Versus Performance Table

    ____________ (1) For 2022, Dr. David and Mr. Todisco served as our PEOs, with Dr. David serving from January 1, 2022 through May 9, 2022, and for Mr. Todisco serving from May 10, 2022 through December 31, 2022. The Company’s Non-PEO NEOs for the applicable years are as follows: (a) 2024: Matthew David and Elizabeth Hurlburt. (b) 2023: Matthew David, Phoebe Mounts and Erin Mistry. (c) 2022: Phoebe Mounts, Elizabeth Hurlburt, and Thomas Nusbickel. (2) The dollar amounts reported in this column are the amounts of total compensation reported for each PEO for each corresponding fiscal year in the “Total” column of the SCT. Refer to the SCT as set forth on page 27 of this proxy statement. (3) The dollar amounts shown for CAP are computed in accordance with Item 402(v) of Regulation S-K and do not reflect the cash and/or equity value transferred to the PEO or Non-PEO NEOs during the applicable year. These amounts reflect total compensation as reported in the SCT with certain adjustments as described below:

  26. Pay Versus Performance Table

    | Year | Reported SCT Total ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustment(b) ($) | CAP ($) | | 2024 Todisco | 2,359,908 | (1,208,454) | 4,236,143 | 5,387,597 | | 2023 Todisco | 2,459,432 | (1,388,400) | 796,513 | 1,867,545 | | 2022 Todisco | 2,691,189 | (1,974,745) | 2,495,661 | 3,212,105 | | 2022 David | 1,136,543 | (305,900) | (32,171) | 798,472 |

  27. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following, as applicable: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in any prior fiscal year that vest at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  28. Pay Versus Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Year(s) that Vested in Covered Fiscal Year ($) | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Fiscal Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for Covered Fiscal Year ($) | Total Equity Award Adjustments ($) | | 2024 Todisco | 2,150,287 | 1,596,149 | 302,110 | 187,597 | — | — | 4,236,143 | | 2022 Todisco | 737,490 | (349,287) | 347,100 | 61,210 | — | — | 796,513 | | 2023 Todisco | 2,495,661 | — | — | — | — | — | 2,495,661 | | 2022 David | 225,917 | (120,207) | 76,475 | (102,998) | (111,358) | — | (32,171) |

  29. Pay Versus Performance Table

    | Year | Average Reported SCT Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards(a) ($) | Average Equity Award Adjustments(b) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,111,699 | (453,170) | 1,251,158 | 1,909,687 | | 2023 | 1,175,436 | (520,650) | 137,998 | 792,784 | | 2022 | 933,723 | (346,686) | (178,228) | 408,809 |

  30. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following, as applicable: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in any prior fiscal year that vest at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in any prior fiscal year that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  31. Pay Versus Performance Table

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Fiscal Year(s) that Vested in Covered Fiscal Year ($) | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Fiscal Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for Covered Fiscal Year ($) | Total Equity Award Adjustments ($) | | 2024 | 806,355 | 272,320 | 113,293 | 59,190 | — | — | 1,251,158 | | 2023 | 199,737 | (67,328) | 139,017 | (90,437) | (42,991) | — | 137,998 | | 2022 | 180,734 | (38,409) | 90,653 | (103,301) | (307,905) | — | (178,228) |

  32. Pay Versus Performance Table

    (4) The dollar amounts reported in this column are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding fiscal year in the “Total” column of the SCT. Dr. David served as PEO during fiscal year 2022. Accordingly, all of Dr. David’s compensation for fiscal year 2022 is included as PEO compensation, and none of his compensation is included as Non-PEO NEO compensation. Refer to the SCT as set forth on page 27 of this proxy statement. (5) Total Shareholder Return shown in this table assumes $100 was invested for the period starting December 31, 2021 through December 31 of the applicable fiscal year in the Company’s common stock as traded under ticker CRMD on Nasdaq. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance.

  33. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing graphic descriptions of the relationships between information presented in the Pay Versus Performance Table. CAP v. TSR The following graph illustrates a comparison of CAP to our PEOs, the average CAP to our Non-PEO NEOs and the Company’s cumulative TSR over the three-year period from 2022 through 2024. CAP v. Net Income The following graph illustrates a comparison of CAP to our PEOs, the average CAP to our Non-PEO NEOs and the Company’s Net Income over the three-year period from 2022 through 2024.