DEF 14A of Vistagen Therapeutics, Inc.
Filed Apr 16, 2024 · FY20240001437749-24-012129
Our Compensation Philosophy
| (1) Equity burn rate is calculated by dividing the number of shares subject to equity awards (e.g. stock options) granted during the applicable fiscal year by the weighted-average number of shares of the Company’s common stock outstanding for the same period, without giving effect to any outstanding pre-funded warrants. | | (2) Overhang is calculated by dividing the number of shares subject to equity incentive grants outstanding at the end of the applicable fiscal year by the number of shares available for future grants, by the number of shares of the Company’s common stock outstanding at the end of the fiscal year, without giving effect to any outstanding pre-funded warrants. |
Summary of the 2019 Plan
| ● | No Discounted Stock Options. Stock options may not be granted with an exercise price that is less than 100% of the fair market value of the underlying shares on the grant date, as determined by the closing price reported on the Nasdaq Capital Market on the grant date. |
Summary of the 2019 Plan
| ● | Prohibition on Repricing. The exercise price of a stock option may not be reduced, directly or indirectly, without the prior approval of stockholders, including by a cash repurchase of “underwater” awards. |
Summary of the 2019 Plan
| Equity Incentives and Eligible Participants | The 2019 Plan is designed to attract and retain the services of our employees, non-employee directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company, and to provide a means by which such persons may be given an opportunity to benefit from increases in the value of our common stock in alignment with interests of our stockholders. | | | The 2019 Plan provides for the grant of stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, and other stock-based awards, and performance awards. Awards may be granted under the 2019 Plan to officers, employees and consultants of the Company and our subsidiaries and to our non-employee directors. Incentive stock options may be granted only to employees of the Company or one of our subsidiaries. | | Plan Administration | The 2019 Plan is administered by the Compensation Committee, which is comprised exclusively of independent, non-employee directors. The Compensation Committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards. The Compensation Committee may delegate its authority to the extent permitted by applicable law | | | The Compensation Committee sets stock option exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant, as determined by the closing price reported on the Nasdaq Capital Market on the grant date. The Compensation Committee may grant either incentive stock options, which must comply with Section 422 of the Internal Revenue Code of 1986, as amended (the Code), or nonqualified stock options. At the time of grant, the Compensation Committee determines the terms and conditions of stock options, including the quantity, exercise price, vesting periods, term (which cannot exceed ten years) and other conditions on exercise. |
Summary of the 2019 Plan
| | The Compensation Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2019 Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR. | | | The Compensation Committee may also grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Compensation Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Compensation Committee. Stock units may be paid in stock or cash or a combination of stock and cash, as determined by the Compensation Committee. | | | The Compensation Committee may condition the grant, exercise, vesting, or settlement of any award on such performance conditions as it may specify. We refer to these awards as “performance awards.” The Compensation Committee may select such business criteria or other performance measures as it may deem appropriate in establishing any performance conditions. As of March 31, 2024, and through the date of this Proxy Statement, the Compensation Committee has not granted any performance awards. | | Authorized Shares | A total of 250,000 shares of common stock was initially authorized for issuance under the 2019 Plan, which amount was increased to 600,000 authorized shares following stockholder approval at our 2021 Special Meeting of Stockholders and increased to 1.0 million authorized shares following stockholder approval at our 2023 Annual Meeting of Stockholders. As of April 9, 2024, only 30,438 shares remain available for issuance under the 2019 Plan. | | | In the event our stockholders approve of the Plan Amendment at the Special Meeting, a total of 5.0 million shares of our common stock will be authorized for issuance under the 2019 Plan. | | | In the event any equity incentive grant under the 2019 Plan is canceled, terminates, expires or lapses for any reason prior to the issuance of shares or if shares are issued under the 2019 Plan and thereafter are forfeited to us, the shares subject to such grants and the forfeited shares will again be available for future grant under the 2019 Plan. |
Summary of the 2019 Plan
| Vesting | No more than 25% of any equity incentive grant under the 2019 Plan may vest on the grant date of such award. The Board believes this provision provides the Company the necessary flexibility to issue equity incentives that will both attract new talent, particularly as the Company advances its clinical development and commercialization plans for its drug candidates, and provide incentives sufficient to retain the Company’s existing employees and non-employee directors. | | | This requirement does not apply to (i) substitute awards resulting from acquisitions or (ii) shares delivered in lieu of fully vested cash awards. In addition, the minimum vesting requirement does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, disability or a change in control, in the terms of the award or otherwise. Awards are not transferable other than by will or the laws of descent and distribution, except that in certain instances transfers may be made to or for the benefit of designated family members of the participant for no consideration. | | Option Repricing | The 2019 Plan does not permit repricing of outstanding stock options. | | Change of Control | In the event of a change in control of the Company, the Compensation Committee may accelerate the time period relating to the exercise of any outstanding award, including stock options or restricted stock units. In addition, the Compensation Committee may take other action, including (a) providing for the purchase of any award for an amount of cash or other property that could have been received upon the exercise of such award had the award been currently exercisable, (b) subject to certain limitations, adjusting the terms of the award in a manner determined by the Compensation Committee to reflect the change in control, or (c) causing an award to be assumed, or new rights substituted therefor, by another entity with appropriate adjustments to be made regarding the number and kind of shares and exercise prices of the award. “Change in Control” is defined under the 2019 Plan and requires consummation of the applicable transaction. | | Termination | Unless earlier terminated by the Board, the 2019 Plan will terminate, and no further awards may be granted, on September 5, 2029, which is ten years after the date on which the 2019 Plan was approved by our stockholders. The Board may amend, suspend or terminate the 2019 Plan at any time. To the extent necessary to comply with applicable provisions of U.S. federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to awards granted to residents therein, we will obtain stockholder approval of any such amendment to the 2019 Plan in such a manner and to such a degree as required. The amendment, suspension or termination of the 2019 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award. |
Securities Authorized for Issuance Under Equity Compensation Plans
Securities Authorized for Issuance Under Equity Compensation Plans
Equity Grants
Equity Grants The following summarizes equity awards outstanding under the 2016 Plan (defined below) and the 2019 Plan, as well as shares available for issuance under the 2019 Plan and our 2019 ESPP as of March 31, 2024. The following information does not reflect issuances or exercises under the 2016 Plan, 2019 Plan or the 2019 ESPP subsequent to March 31, 2024. Unless otherwise noted, all share references and related information, including stock option exercise prices, have been revised to give effect to the 1-for-30 reverse stock split of our issued and outstanding common stock effected on June 6, 2023. As of March 31, 2024, options to purchase a total of 815,357 registered shares of our common stock were outstanding at a weighted average exercise price of $33.07 per share, of which options to purchase 609,986 shares of our common stock were vested and exercisable at a weighted average exercise price of $39.48 per share, and options to purchase 205,371 shares were unvested and not exercisable at a weighted average exercise price of $14.04 per share. These options were issued under our 2019 Plan and under our Amended and Restated 2016 Stock Incentive Plan, formerly titled the 2008 Stock Incentive Plan (the 2016 Plan), as described below. At March 31, 2024, an additional 466,438 shares remained available for future equity grants under our 2019 Plan, and no new awards were available for grant under our 2016 Plan.
Equity Grants
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | | | 2019 Plan and 2016 Plan | 815,357 | $37.07 | 466,438 | | 2019 ESPP | - | - | 19,480 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 815,357 | | 485,918 |
Description of the 2016 Plan
Description of the 2016 Plan Our Board unanimously approved the Company’s 2016 Plan on July 26, 2016, and it was approved by our stockholders at our 2016 Special Meeting of Stockholders on September 26, 2016, and further amended to increase the number of shares authorized for issuance therefrom at our 2017 Special Meeting of Stockholders on September 15, 2017. The 2016 Plan provided for the grant of stock options, restricted shares of common stock, stock appreciation rights and dividend equivalent rights. Stock options granted under the 2016 Plan were either incentive stock options under the provisions of Section 422 of the Code, or non-qualified stock options. We could grant incentive stock options only to employees of the Company or any parent or subsidiary of the Company. Awards other than incentive stock options could be granted to employees, directors and consultants. A total of 333,334 shares of our common stock were authorized for issuance under the 2016 Plan, of which options to purchase approximately 215,402 shares remained outstanding at March 31, 2024. Upon the adoption of our 2019 Plan, no further grants were permissible under the 2016 Plan and approximately 46,199 authorized shares were transferred to the 2019 Plan and became issuable therefrom. All options granted from the 2016 Plan remain operative under the terms of the respective grants.
Annual Bonus
Annual Bonus The Compensation Committee assesses both (i) the level of the executive officer’s achievement of meeting individual goals, as well as that executive officer’s contribution towards achievement of our corporate-wide goals, and (ii) overall corporate performance for the applicable year and the current state of the Company’s operations when considering annual cash bonus payments. Should the Compensation Committee approve of cash bonus payments, the amount of the cash bonus depends on the level of achievement of corporate and individual performance goals, with a target bonus generally set as a percentage of base salary and based on the achievement of corporate milestones. For Fiscal 2024, the following three significant corporate milestones were among the factors supporting executive compensation-related decisions: (i) substantial advancement of our registration-directed PALISADE Phase 3 program for fasedienol in social anxiety disorder (SAD) from statistically significant, positive results from our PALISADE-2 Phase 3 study of fasedienol for the acute treatment of SAD reported in the second fiscal quarter of Fiscal 2024; (ii) completion of an underwritten public offering of Company equity securities in the second fiscal quarter of Fiscal 2024 resulting in net proceeds to us of $93.5 million; (iii) initiation of our PALISADE-3 Phase 3 study of fasedienol for the acute treatment in SAD in the fourth fiscal quarter of Fiscal 2024. Each of these milestones primarily enabled the Company to make substantial progress in its registration-directed PALISADE Phase 3 program for fasedienol as a first-in-class and fundamentally differentiated acute treatment of anxiety for adults with SAD, and also allowed the Company to advance the development of our other clinical-stage neuroscience product candidates. As a result, the Compensation Committee awarded each of Fiscal 2024 Named Executive Officers (NEOs) 100% of their respective cash bonus opportunities, as adjusted for those NEOs who joined the Company during Fiscal 2024.
Long-Term Equity Incentives
Long-Term Equity Incentives The Compensation Committee believes that to attract and retain management, employees and independent directors, the compensation paid to these persons should include non-cash equity-based compensation, in addition to base salary and potential annual cash incentives, that is competitive with peer companies. The Compensation Committee determines the amount and terms of equity-based compensation granted under our 2019 Plan to our executives, employees and non-employee directors. Any long-term equity compensation granted to our executives, employees and non-employee directors does not represent cash payments made to such individuals, and there is no guarantee that any recipients of equity awards granted as long-term equity compensation will realize any cash value as a result of the equity awards. Because we had a limited number of shares available for issuance under our 2019 Plan during Fiscal 2024, at the recommendation of our NEOs, our Compensation Committee elected to utilize substantially all of the available shares under the 2019 Plan for stock option grants to current and newly-hired employees other than NEOs as we continue to advance our registration-directed PALISADE Phase 3 program for fasedienol in SAD. Accordingly, the Compensation Committee did not grant stock options or any other equity incentives to our NEOs in Fiscal 2024, other than a new-hire stock option award granted to Ms. Anderson upon commencement of her employment in August 2023. Options granted to employees in the year ended March 31, 2023 (Fiscal 2023) have a term of ten years, and an exercise price that was at least 100% of the market price of our common stock on the grant date, which the Compensation Committee believes aligns the long-term interests of our management, employees and independent directors with those of our stockholders.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table shows information regarding the compensation of our Fiscal 2024 NEOs for services performed in Fiscal 2024 and Fiscal 2023. Unless otherwise noted, all share references and related information, including stock option exercise prices, have been revised to give effect to the 1-for-30 Reverse Split effected on June 6, 2023.
2024 Summary Compensation Table
| | Fiscal | Salary | Bonus(1) | Option Awards(2) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | | Shawn K. Singh, J.D.(3) | 2024 | 622,917 | 325,000 | - | 947,917 | | Chief Executive Officer | 2023 | 600,000 | - | - | 600,000 | | Cynthia L. Anderson, CPA(4) | 2024 | 261,198 | 130,000 | 42,993(6) | 434,191 | | Chief Financial Officer | | | | | | | Reid G. Adler, J.D. | 2024 | 450,000 | 225,000 | - | 675,000 | | Chief Corporate Development Officer and General Counsel | 2023 | 371,875 | - | 180,568(7) | 552,443 | | Joshua S. Prince, MBA(5) | 2024 | 368,437 | 200,000 | - | 568,437 | | Chief Operating Officer | 2023 | - | - | - | - |
2024 Summary Compensation Table
| (1) Amounts reported in the Bonus column for Fiscal 2024 reflect bonuses awarded by the Compensation Committee that were earned the same period. At the recommendation of our NEOs, the Compensation Committee did not award any bonuses and none were paid or accrued during Fiscal 2023. |
2024 Summary Compensation Table
| (2) The amounts in the Option Awards column represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to the NEOs during the fiscal year presented, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC 718). |
2024 Summary Compensation Table
| (3) Mr. Singh became Chief Executive Officer of VistaGen Therapeutics, Inc. (a California corporation) (now Vistastem) on August 20, 2009 and our Chief Executive Officer in May 2011. Pursuant to the employment agreement by and between the Company and Mr. Singh, as amended in June 2016, Mr. Singh’s annual base cash salary was originally contractually set at $395,000 and is subject to adjustments at the discretion of the Compensation Committee. During Fiscal 2023, the Compensation Committee set Mr. Singh’s base annual salary at $600,000 and adjusted Mr. Singh’s base annual salary to $650,000 during Fiscal 2024. Pursuant to his employment agreement, Mr. Singh is eligible to receive an annual cash incentive bonus of up to fifty percent (50%) of his base cash salary. |
2024 Summary Compensation Table
| (4) Ms. Anderson was appointed as the Company’s Chief Financial Officer in August 2023; accordingly, no compensation information is reported for her for Fiscal 2023. |
2024 Summary Compensation Table
| (5) Mr. Prince was appointed as the Company’s Chief Operating Officer in October 2023. Prior to this appointment, Mr. Prince served as the Company’s Senior Vice President, Business Operations. No compensation information is provided for Mr. Prince for Fiscal 2023 as he was not amongst our NEOs for this period. |
2024 Summary Compensation Table
| (6) Ms. Anderson received a grant of options to purchase 8,333 registered shares of our common stock upon commencement of her employment by the Company in August 2023. The table below provides information regarding the stock option granted to Ms. Anderson upon commencement of her employment by the Company during Fiscal 2024 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair value of her new-hire award. |
2024 Summary Compensation Table
| Option Award Compensation | Option Grant | | Fiscal Year Ended March 31, 2024 | 8/21/2023 | | Ms. Anderson | $42,993 |
2024 Summary Compensation Table
| Option Award Assumptions – | Option Grant | | Fiscal Year Ended March 31, 2024 | 8/21/2023 | | Market price per share | $5.34 | | Exercise price per share | $5.34 | | Risk-free interest rate | 4.39% | | Volatility | 167.68% | | Expected term (years) | 6.08 | | Dividend rate | 0.0% | | Fair value per share | $5.1594 | | Aggregate shares | 8,333 |
2024 Summary Compensation Table
| (7) Mr. Adler received a grant of options to purchase 6,667 registered shares of our common stock upon commencement of his employment by the Company in May 2022. The table below provides information regarding the stock option granted to Mr. Adler upon commencement of his employment by the Company during Fiscal 2023 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair value of his new-hire award. |
2024 Summary Compensation Table
| Option Award Compensation | Option Grant | | Fiscal Year Ended March 31, 2023 | 5/2/2022 | | Mr. Adler | $180,568 |
2024 Summary Compensation Table
| Option Award Assumptions – | Option Grant | | Fiscal Year Ended March 31, 2023 | 5/2/2022 | | Market price per share | $38.40 | | Exercise price per share | $38.40 | | Risk-free interest rate | 3.00% | | Volatility | 80.07% | | Expected term (years) | 6.08 | | Dividend rate | 0.0% | | Fair value per share | $27.09 | | Aggregate shares | 6,667 |
Outstanding Equity Awards at March 31, 2024
Outstanding Equity Awards at March 31, 2024 The following table provides information regarding outstanding equity awards held by each of our Fiscal 2024 NEOs as of March 31, 2024, consisting exclusively of stock options. Unless otherwise noted, all share references and stock option exercise prices have been revised to give effect to the 1-for-30 Reverse Stock Split effected on June 6, 2023.
Outstanding Equity Awards at March 31, 2024
| | Stock Options at March 31, 2024 | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Exercise Price ($) | Expiration Date | | Shawn K. Singh, J.D. | 6,667 | - | $45.00 | 6/19/2026 | | | 3,334 | - | $45.00 | 11/9/2026 | | | 5,834 | - | $45.00 | 4/26/2027 | | | 4,167 | - | $46.80 | 9/19/2027 | | | 10,000 | - | $34.80 | 2/2/2028 | | | 7,334 | - | $51.00 | 1/14/2029 | | | 2,667 | - | $30.00 | 5/23/2029 | | | 2,334 | - | $30.00 | 9/5/2029 | | | 10,001 | - | $42.30 | 10/21/2029 | | | 10,001 | - | $11.94 | 4/23/2030 | | | 10,001 | - | $53.10 | 12/30/2030 | | | 10,001 | - | $41.10 | 3/1/2032 | | Total: | 82,341 | - | | | | Cynthia Anderson, CPA | - | 8,333(1) | $5.34 | 8/21/2033 | | Total: | - | 8,333 | | | | Reid G. Adler, J.D.(2) | 1,667 | - | $46.80 | 9/19/2027 | | | 834 | - | $34.80 | 2/2/2028 | | | 667 | - | $30.00 | 5/23/2029 | | | 834 | - | $42.30 | 10/21/2029 | | | 834 | - | $11.94 | 4/23/2030 | | | 1,667(4) | - | $82.20 | 7/16/2031 | | | 1,667(1) | - | $41.10 | 3/1/2032 | | | 3,056(5) | 3,611(3) | $38.40 | 5/2/2032 | | Total: | 11,226 | 3,611 | | | | Joshua S. Prince | 2,920 | 2,080(4) | $64.50 | 11/15/2031 | | | 3,334 | - | $41.10 | 3/1/2032 | | | 1,670 | 3,331(5) | $4.437 | 11/16/2032 | | Total: | 7,924 | 5,411 | | |
Outstanding Equity Awards at March 31, 2024
| (1) Represents an option to purchase shares of our common stock at $5.34 per share granted on August 21, 2023 when the market price of our common stock was $5.34 per share. Beginning on August 21, 2024, the one-year anniversary of the grant date, shares will become exercisable ratably monthly through August 21, 2027, when all shares granted will be fully exercisable. |
Outstanding Equity Awards at March 31, 2024
| (2) All options held by Mr. Adler to purchase shares of our common stock reflected in this table as expiring on or before March 1, 2032 were awarded to him for services to the Company as a legal advisor prior to his employment by the Company effective May 2, 2022. |
Outstanding Equity Awards at March 31, 2024
| (3) Represents an option to purchase 6,667 shares of our common stock at $38.40 per share granted to Mr. Adler upon commencement of his employment by the Company on May 2, 2022 when the market price of our common stock was $38.40 per share. The option became exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through May 2, 2026, when all shares granted will be fully exercisable. |
Outstanding Equity Awards at March 31, 2024
| (4) Represents an option to purchase shares of our common stock at $64.50 per share granted on November 15, 2021 when the market price of our common stock was $64.50 per share. Beginning on November 15, 2022, the one-year anniversary of the grant date, shares started to vest ratably monthly and will continue to vest according to this schedule until November 15, 2025, when all shares granted will be fully exercisable. |
Outstanding Equity Awards at March 31, 2024
| (5) Represents an option to purchase shares of our common stock at $4.437 per share granted on November 16, 2022 when the market price of our common stock was $4.437 per share. Beginning on November 16, 2023, the one-year anniversary of the grant date, shares started to vest ratably monthly and will continue to vest according to this schedule until November 16, 2026, when all shares granted will be fully exercisable. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to our Chief Executive Officer, who serves as our Principal Executive Officer (PEO), and other NEOs (Other NEOs or Non-PEOs), and certain measures of financial performance for the year ended March 31, 2022, as well as Fiscal 2023 and Fiscal 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Total for Non- PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial $100 Investment based on Total Stockholder Return(5) | Net Income (Loss) Attributable to Common Stockholders ($)(6) | | Fiscal 2024 | $947,917 | $1,175,054 | $559,209 | $575,433 | $8.42 | (19,840,600) | | Fiscal 2023 | $600,000 | $225,350 | $493,409 | $304,160 | $5.85 | $(59,247,700) | | Fiscal 2022 | $1,182,400 | $(371,529) | $356,057 | $(67,169) | $58.22 | $(48,707,500) |
Pay Versus Performance Table
| (1) Shawn K. Singh, J.D. served as our PEO for each of Fiscal 2024, Fiscal 2023 and Fiscal 2022. |
Pay Versus Performance Table
| (2) The following amounts were added to and deducted from the Summary Compensation Table (SCT) amount to determine the compensation actually paid to the PEO as determined in accordance with SEC regulations: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Deduction for amount reported under the “Stock Awards” column in the SCT | $- | $- | $- | | Deduction for amount reported under the “Option Awards” column in the SCT | - | - | (269,960) | | Increase for the fair value of awards granted during year that remain unvested as of year-end | - | - | 181,190 | | Increase for the fair value of awards granted during year that remain vested as of year-end | - | - | 59,481 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year-end that were outstanding and unvested as of year-end | 222,115 | (87,164) | (666,398) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year-end that vested during year | 5,022 | (287,486) | (858,242) | | Deduction of fair value of awards granted prior to year-end that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award. | - | - | - | | Total Adjustments | $227,137 | $(374,650) | $(1,553,929) |
Pay Versus Performance Table
| Fair values used in the determination of compensation actually paid (CAP) are determined using the same methodology as used for determining grant date fair values in our financial statements. Specifically, the fair value of option awards was calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation, and does not reflect any amounts paid to or realized by Mr. Singh. The fair value of the option awards used in the determination of CAP was estimated using the Black-Scholes option pricing model and valuation assumptions reflecting the closing price of our common stock and related assumptions on the respective valuation dates. The grant date valuation assumptions used in the valuation of option awards may be found in the applicable footnotes to the SCT on page 22 above. |
Pay Versus Performance Table
| (3) For Fiscal 2024, our other NEOs consisted of Cynthia L. Anderson, Reid G. Adler and Joshua S. Prince. For Fiscal 2023 and Fiscal 2022, Jerrold D. Dotson, CPA, our former Chief Financial Officer, and Mr. Adler, J.D. were our other NEOs. |
Pay Versus Performance Table
| (4) For our other NEOs, the following amounts were added and deducted to the SCT amount to determine the average compensation “actually paid” as determined in accordance with SEC regulations. |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Deduction for amount reported under the “Stock Awards” column in the SCT | $- | $- | $- | | Deduction for amount reported under the “Option Awards” column in the SCT | (14,331) | (90,284) | (67,307) | | Increase for the fair value of awards granted during year that remain unvested as of year-end | 14,331 | 4,306 | 68,438 | | Increase for the fair value of awards granted during year that remain vested as of year-end | - | - | 27,795 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year-end that were outstanding and unvested as of year-end | 7,945 | (19,664) | (188,332) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year-end that vested during year | 8,279 | (83,607) | (263,846) | | Deduction of fair value of awards granted prior to year-end that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award. | - | - | - | | Total Adjustments | $16,224 | $(189,249) | $(423,252) |
Pay Versus Performance Table
| Fair values used in the determination of CAP are determined using the same methodology as used for determining grant date fair values in our financial statements. Specifically, the fair value of option awards was calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation, and does not reflect any amounts paid to or realized by Messrs. Dotson or Adler. The fair value of the option awards used in the determination of CAP was estimated using the Black-Scholes option pricing model and valuation assumptions reflecting the closing price of our common stock and related assumptions on the respective valuation dates. The grant date valuation assumptions used in the valuation of option awards may be found in the applicable footnotes to the SCT on page 22 above. |
Pay Versus Performance Table
| (5) Assumes $100 invested in our common stock on March 31, 2021, and calculated based on the difference between the closing price of our common stock, as reported on The Nasdaq Capital Market, on March 31, 2024, March 31, 2023 and 2022, the end and beginning of the measurement period, respectively, and adjusted to give effect to the Reverse Split completed in June 2023. |
Pay Versus Performance Table
| (6) With respect to net loss for the year ended March 31, 2024, we have prepared the disclosure based on our net loss for the nine-months ended December 31, 2023 because as of the date of this Proxy Statement, we have not yet completed our financial closing procedures or an audit of our financial statements for the year ended March 31, 2024. We will update the value for the year ended March 31, 2024 as and when we file our next proxy statement for our 2024 Annual Meeting of Stockholders. |
Relationship Between Compensation Actually Paid and Performance
Relationship Between Compensation Actually Paid and Performance We generally seek to incentivize a mix between current and long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay Versus Performance table. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the relationship between the Company’s performance and the compensation of our NEOs. The graphs below describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return and net loss. Compensation Actually Paid and Total Stockholder Return Compensation Actually Paid and Net Loss * Net loss for the year ended March 31, 2024 was not yet available as of the filing of this proxy statement, thus, the Company utilized net loss for the nine-months ended December 31, 2024 for illustration purposes only and will update the value for the year ended March 31, 2024 as and when we file our next proxy statement for our 2024 Annual Meeting of Stockholders. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During Fiscal 2024, our Board utilized the following director compensation policies for the non-executive members of our Board. Unless otherwise noted, all share references and related information, including stock option exercise prices, have been revised to give effect to the 1-for-30 Reverse Split effected on June 6, 2023.
DIRECTOR COMPENSATION
| | Schedule of Director Fees During Fiscal 2024 April 1, 2023 – December 31, 2023 | | | Description | Cash(1)($) | Equity(2) | | Director Annual Retainer | $50,000 | Non-executive members of our Board will be entitled to the following equity Awards: (i) a one-time grant of stock options upon appointment to the Board in an amount to be determined at the sole discretion of the Compensation Committee, and (ii) an annual grant of stock options or restricted stock to be determined at the sole discretion of the Compensation Committee. | | Audit Committee | | | | Chair | $15,000 | | | Member | $10,000 | | | Compensation Committee | | | | Chair | $10,000 | | | Member | $5,000 | | | Corporate Governance and Nominating Committee | | | | Chair | $10,000 | | | Member | $5,000 | |
DIRECTOR COMPENSATION
| (1) Cash fees payable in quarterly installments. |
DIRECTOR COMPENSATION
| (2) All Awards issued pursuant to the Director Compensation Plan will be issued pursuant to the 2019 Plan or a successor plan, if any. Each Award issued under the Director Compensation Plan will vest in equal monthly installments over a 12-month period beginning on the date of issuance. |
DIRECTOR COMPENSATION
Effective January 1, 2024, our Board approved of certain updates to the Director Compensation Plan. The updated Director Compensation Plan is set forth below:
DIRECTOR COMPENSATION
| | Schedule of Director Fees During Fiscal 2024 January 1, 2024 - Current | | | Description | Cash(1)($) | Equity(2) | | Director Annual Retainer | $50,000 | Non-executive members of our Board will be entitled to the following equity awards: (i) a one-time grant of stock options upon appointment to the Board equal to 2x the annual grant otherwise payable to directors, and (ii) an annual grant of stock options equal to 0.05% of the Company's issued and outstanding common stock on the grant date. Annual awards will be granted to directors following the Company's annual meeting of stockholders. | | Additional fee for Board Chair | $30,000 | | | Audit Committee | | | | Chair | $20,000 | | | Member | $10,000 | | | Compensation Committee | | | | Chair | $10,000 | | | Member | $5,000 | | | Corporate Governance and Nominating Committee | | | | Chair | $10,000 | | | Member | $5,000 | |
DIRECTOR COMPENSATION
| (1) Cash fees payable in quarterly installments. |
DIRECTOR COMPENSATION
| (2) All Awards issued pursuant to the Director Compensation Plan will be issued pursuant to the 2019 Plan or a successor plan, if any. Each Award issued under the Director Compensation Plan will vest in equal monthly installments over a 12-month period beginning on the date of issuance. |
DIRECTOR COMPENSATION
The following table sets forth a summary of the compensation earned by our non-executive directors in Fiscal 2024.
DIRECTOR COMPENSATION
| Name | Fees Paid in Cash(1) | Option Awards(2)(3) | Other Compensation | Total | | Margaret M. FitzPatrick, M.A.(4) | $58,424 | $58,117 | $60,000 | $185,617 | | Ann M. Cunningham, MBA(5) | $22,717 | $58,117 | $200,000 | $313,117 | | Joanne Curley, Ph.D.(6) | $55,000 | $58,117 | $- | $113,117 | | Jerry B. Gin, Ph.D., MBA(7) | $70,000 | $58,117 | $- | $128,117 | | Mary L. Rotunno, J.D.(8) | $70,000 | $58,117 | $- | $128,117 | | Jon S. Saxe, J.D., LL.M.(9) | $71,250 | $58,117 | $- | $129,367 |
DIRECTOR COMPENSATION
| (1) The amounts shown represent fees earned for service on our Board, and Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee during Fiscal 2024, which amounts were paid in full during Fiscal 2024. |
DIRECTOR COMPENSATION
| (2) The amounts in the “Option Awards” column do not represent any cash payments actually received by Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe with respect to any of such stock options awarded to them during Fiscal 2024. Rather, the amounts represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to each of Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe during Fiscal 2024, computed in accordance with ASC 718. To date, Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe have not exercised any of the options granted during Fiscal 2024, and there can be no assurance that any of them will ever realize the full ASC 718 grant date fair value amounts presented in the “Option Awards” column. |
DIRECTOR COMPENSATION
| (3) The table below provides information regarding the option awards we granted to our independent Board members during Fiscal 2024 and the weighted average assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards. |
DIRECTOR COMPENSATION
| | Option Grant | | | | 3/4/2024 | Total | | Option Shares Granted | | | | Ms. FitzPatrick | 12,500 | 12,500 | | Ms. Cunningham | 12,500 | 12,500 | | Dr. Curley | 12,500 | 12,500 | | Dr. Gin | 12,500 | 12,500 | | Ms. Rotunno | 12,500 | 12,500 | | Mr. Saxe | 12,500 | 12,500 | | Option Award Compensation | | | | Ms. FitzPatrick | $58,117 | $58,117 | | Ms. Cunningham | $58,117 | $58,117 | | Dr. Curley | $58,117 | $58,117 | | Dr. Gin | $58,117 | $58,117 | | Ms. Rotunno | $58,117 | $58,117 | | Mr. Saxe | $58,117 | $58,117 | | Option Award Assumptions | | | | Exercise price | $4.85 | | | Grant date market price | $4.85 | | | Risk free interest rate | 4.17% | | | Expected term (years) | 5.27 | | | Volatility | 173.63% | | | Dividend Rate | 0.00% | | | Fair Value per share | $4.6493 | | | Aggregate option shares | 75,000 | |
DIRECTOR COMPENSATION
| (4) Ms. FitzPatrick was appointed to our Board in July 2021 and was appointed to serve as Chair of our Board in October 2023, Ms. FitzPatrick has also served as a member of our Corporate Governance and Nominating Committee since her appointment. On November 21, 2022, Ms. FitzPatrick was also appointed as a member of the Compensation Committee. |
DIRECTOR COMPENSATION
| During the fourth quarter of Fiscal 2022, we entered into a consulting agreement with FitzPatrick & Co LLC, a consulting firm for which Ms. FitzPatrick is the Managing Director, to provide corporate development and public relations advisory services. During Fiscal 2024, we paid to FitzPatrick & Co LLC a total of $60,000 for services under the consulting agreement. The agreement was terminated in October 2023, as work contemplated by the agreement was completed. At March 31, 2024, Ms. FitzPatrick held options to purchase 18,334 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable. |
DIRECTOR COMPENSATION
| (5) Ms. Cunningham served as a member of our Board and as a member of our Corporate Governance and Nominating Committee from January 2019 through April 30, 2021. On May 1, 2021, Ms. Cunningham joined the Company as its Chief Commercial Officer (CCO) and served in such capacity through November 11, 2022. During the period in which she served as CCO, her service on the Corporate Governance and Nominating Committee terminated. |
DIRECTOR COMPENSATION
| Following her departure as CCO of the Company in November 2022, Ms. Cunningham was reappointed as a member of the Corporate Governance and Nominating Committee. Following Ms. Cunningham’s resignation as CCO, i3 Strategy Partners, a consulting firm for which Ms. Cunningham is the Managing Partner, began providing certain advisory services to us pursuant to a consulting agreement. During Fiscal 2024, we paid to i3 Strategy Partners a total of $200,000 for services under the consulting agreement. On March 31, 2024, the consulting agreement terminated pursuant to its terms and is no longer in effect. At March 31, 2024, Ms. Cunningham held options to purchase 37,503 registered shares of our common stock, of which options to purchase 22,090 shares were exercisable. |
DIRECTOR COMPENSATION
| (6) Dr. Curley was appointed to our Board in April 2021 and has also served as a member of our Corporate Governance and Nominating Committee since her appointment. At March 31, 2024, Dr. Curley held options to purchase 18,834 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable. |
DIRECTOR COMPENSATION
| (7) Dr. Gin has served as a member of our Board and as a member of our Audit Committee since his appointment to the Board in 2016. Beginning in July 2021, he was also appointed as the chairperson of our Compensation Committee. At March 31, 2024, Mr. Gin held: (i) 13,334 shares of our common stock, and (ii) options to purchase 36,171 registered shares of our common stock, of which options to purchase 23,671 shares were exercisable. |
DIRECTOR COMPENSATION
| (8) Ms. Rotunno was appointed to our Board in July 2021 and, since her appointment to the Board, serves as a member of our Audit Committee and as chairperson of the Corporate Governance and Nominating Committee. At March 31, 2024, Ms. Rotunno held options to purchase 18,334 registered shares of our common stock, of which options to purchase 5,834 shares were exercisable. |
DIRECTOR COMPENSATION
| (9) Mr. Saxe currently serves as Chairman of our Audit Committee and a member of our Compensation Committee, and previously served as Chairman of our Board until October 2023. At March 31, 2024, Mr. Saxe held (i) 1,858 shares of our common stock and (ii) options to purchase 35,337 registered shares of our common stock, of which options to purchase 22,837 shares were exercisable. |