DEF 14A of Pulse Biosciences, Inc.
Filed Apr 23, 2024 · FY20230001437749-24-012863
Board and Committee Meetings
Board and Committee Meetings Our Board of Directors and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. During fiscal year 2023, our Board of Directors held nine meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served. The names of our director nominees and directors, their ages as of December 31, 2023, and certain other information about them are set forth below:
Board and Committee Meetings
| Name | Age | Position | | Robert W. Duggan | 79 | Executive Chairman of the Board of Directors | | Manmeet S. Soni | 46 | Director | | Shelley D. Spray | 59 | Director | | Darrin R. Uecker | 58 | Director and Chief Technology Officer | | Richard A. van den Broek | 57 | Director | | Mahkam Zanganeh, D.D.S. | 53 | Director |
Board and Committee Meetings
The principal occupations and positions and directorships for at least the past five years of our directors and director nominees, as well as certain information regarding their individual experience, qualifications, attributes, and skills that led our Board of Directors to conclude that they should serve on the Board of Directors, are described below. There are no family relationships among any of our directors or executive officers. Robert W. Duggan was appointed to our Board of Directors, as its Chairman, in November 2017, and he has served as the Executive Chairman of our Board of Directors since September 2022. Mr. Duggan is currently co-Chief Executive Officer of Summit Therapeutics Inc., a company developing Ivonescimab for the treatment of lung cancer and other medicinal therapies intended to improve quality of life, increase potential duration of life, and resolve serious unmet medical needs, as well as its Executive Chairman, a position he has held since February 2020, and its majority stockholder. Since 2016, Mr. Duggan has also been Chief Executive Officer of Duggan Investments, Inc., a venture capital and public equity investment firm primarily focused on patient-friendly breakthrough solutions to complex diseases of aging. From September 2007 through its acquisition by AbbVie Inc. in May 2015, Mr. Duggan was a member of the board of directors of Pharmacyclics, Inc., a developer of small-molecule medicines for the treatment of cancers. Mr. Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics, from September 2008 to May 2015, as well as its largest investor. From 1990 to 2003, Mr. Duggan was Chairman of the Board of Directors of Computer Motion, Inc. and, from 1997 to 2003, he served as its Chief Executive Officer. In June 2003, Computer Motion merged with Intuitive Surgical Inc. After Intuitive Surgical’s acquisition of Computer Motion, from 2003 to 2011, Mr. Duggan served on the board of directors of Intuitive Surgical. Mr. Duggan received a U.S. Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion D’Honor by President Jacques Chirac of France. He is a member of the University of California at Santa Barbara Foundation board of trustees. Mr. Duggan was appointed as a director because of his significant combined service as Chief Executive Officer of multiple innovative health care companies and career spanning over 30 years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance, and management. Manmeet S. Soni was appointed to our Board of Directors in November 2017. Since October 2023, Mr. Soni has been the Chief Operating Officer of Summit Therapeutics, Inc. Prior to this, Mr. Soni was the President, Chief Operating Officer, and Chief Financial Officer of Reata Pharmaceuticals, Inc., a pharmaceutical company focused on developing small molecule therapeutics for the treatment of severe life-threatening diseases. Mr. Soni joined Reata in August 2019, as Chief Financial Officer, Executive Vice President and was promoted in June 2020 to Chief Operating Officer and Chief Financial Officer, Executive Vice President of Reata. Prior to joining Reata Pharmaceuticals, Mr. Soni was the Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals Inc. from May 2017 to August 2019. From March 2016 to February 2017, Mr. Soni served as Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when ARIAD was acquired by Takeda Pharmaceutical Company Limited. Mr. Soni continued as an employee of ARIAD through May 2017. Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie in May 2015, after which he supported AbbVie during the post-acquisition transition through September 2015. Prior to joining Pharmacyclics, Mr. Soni worked at Zeltiq Aesthetics Inc., a publicly held medical technology company as Corporate Controller. Prior to Zeltiq, Mr. Soni worked at PricewaterhouseCoopers in the life science and venture capital group. Prior to that, he worked at PricewaterhouseCoopers India providing audit and assurance services. Mr. Soni has served as a member of the board of directors of Summit Therapeutics Inc., since December 2019. Mr. Soni has also served as a member of the board of directors of Arena Pharmaceuticals, Inc. from Dec 2018 to June 2021. Mr. Soni is a Certified Public Accountant and Chartered Accountant from India. Mr. Soni was appointed as a director because of his extensive experience in the life sciences industry and his financial and accounting expertise. Shelley D. Spray has served as a director since November 2021. Ms. Spray currently serves as Chief Education & Brand Officer of Summit Therapeutics Inc. Ms. Spray has had over 25 years of experience in the healthcare industry holding multiple executive roles, including Chief Marketing Officer of Aesthera Corporation (acquired by Solta Medical), where she focused on growth strategies and commercialization of their Isolaz photopneumatic system from 2006 to 2008, and Vice President of Worldwide Marketing at Xlumena Inc. (acquired by Boston Scientific), where she led the development of its launch strategy for its endoscopic ultrasound guided transluminal system. Before this, Ms. Spray was Vice President of Worldwide Marketing at Intuitive Surgical (NASDAQ: ISRG) where she led early commercialization strategies into the U.S. and international markets. In the late 1990s, Mr. Spray was Vice President and General Manager of the Radiosurgery and StealthNet Divisions of Medtronic, Inc. At Medtronic, she rebuilt infrastructure, redefined divisional focus, and developed B2B and B2C strategies for minimally invasive brain tumor treatments. Ms. Spray has been honored with many awards including a prestigious Telly Award and a Business Week Magazine Bronze award for product development and design. Ms. Spray received a B.S. in Business, Magna Cum Laude, Beta Gamma Sigma, from Arizona State University and graduated from the Competitive Strategic Marketing Program of Columbia University’s Executive School of Business. Ms. Spray was appointed as a director because of her extensive experience in product development and marketing in the life science field. Darrin R. Uecker has been a director since September 2015 and our Chief Technology Officer since September 2022. Previously, he served as our Chief Executive Officer for seven years, as the Company developed and launched its first product, the CellFX System. Mr. Uecker has over 25 years of experience in the medical device field. From January 2014 to September 2015, Mr. Uecker was the President and Chief Operating Officer of Progyny, Inc., a company that developed Eeva™, the world’s first automated time-lapse system for embryo selection during in-vitro fertilization. From June 2009 to January 2014, Mr. Uecker was the Chief Executive Officer and President as well as a director of Gynesonics, Inc., a company that developed a novel medical device for the treatment of symptomatic uterine fibroids using ultrasound guided radiofrequency ablation. Prior to that, Mr. Uecker served in a variety of executive level roles, including as a Senior Vice President at CyperHeart, Inc. (June 2008 to June 2009), a company that developed an external beam radiation platform for the treatment of heart arrhythmias, a Senior Vice President at Conceptus, Inc. (May 2007 to June 2008), and as Chief Technology Officer at RITA Medical Systems, Inc. (January 2004 to January 2007), a medical device oncology company focused on ablative therapies. Mr. Uecker holds a M.S. degree in Electrical and Computer Engineering from the University of California at Santa Barbara.
Board and Committee Meetings
Mr. Uecker was appointed as a director due to his practical experience and leadership in technical, engineering and executive roles in the medical device industry. Richard A. van den Broek was appointed to our Board of Directors in August 2020. Mr. van den Broek currently serves as managing partner of HSMR Advisors, LLC, a position he has held since February 2004, and has served as a director of Cogstate Ltd since 2009. Mr. van den Broek previously served on the boards of directors of Pharmacyclics, Inc. from December 2009 to April 2015, Response Genetics, Inc., from December 2010 to September 2015, Special Diversified Opportunities, Inc., from March 2008 to October 2015, and Celldex Therapeutics, Inc., from December 2014 to December 2016. Mr. van den Broek received an A.B. from Harvard University and is a Chartered Financial Analyst. Mr. van den Broek was appointed as a director because of his extensive experience in the biotechnology sector and deep understanding of the global pharmaceutical market. Mahkam “Maky” Zanganeh, D.D.S. was appointed as a director in February 2017, and is currently co-Chief Executive Officer of Summit Therapeutics Inc., as well as the Founder/CEO of Maky Zanganeh and Associates, which provides consulting and executive management services to businesses in the areas of product development, research, transactions, and commercialization. Previously, from August 2012 to September 2015, she served as the Chief Operating Officer of Pharmacyclics Inc. She also served as Chief of Staff and Chief Business Officer of Pharmacyclics, from December 2011 to July 2012, and Vice President, Business Development, from August 2008 to November 2011. Prior to joining Pharmacyclics, Dr. Zanganeh served as President Director General (2007–2008) for the French government bio-cluster project initiative in France, establishing alliances and developing small life science businesses regionally. From September 2003 to August 2008, Dr. Zanganeh served as Vice President of Business Development for Robert W. Duggan & Associates. Dr. Zanganeh also served as worldwide Vice President of Training & Education (2002–2003) and President Director General for Europe, Middle East and Africa (1998–2002) for Computer Motion Inc. Dr. Zanganeh received a DDS degree from Louis Pasteur University in Strasbourg, France and an MBA from Schiller International University in France. Dr. Zanganeh was appointed as a director because of her years of executive and operational experience in the life sciences industry.
Director Compensation
Director Compensation Employee directors are not compensated for providing Board of Director services in addition to their regular employee compensation. For 2023, the non-employee members of the Board of Directors were compensated as follows: Cash compensation: Each non-employee member of the Board received the following cash compensation (the “Retainer Cash Payments”):
Director Compensation
| ● | an annual retainer for each member of the Board of $40,000 paid in equal quarterly installments; |
Director Compensation
| ● | the members of our Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive an additional annual retainer of $10,000, $6,500, and $5,000, respectively, for their service on each Committee; |
Director Compensation
| ● | the Chair of the Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive annual retainers of $20,000, $12,750, and $10,000, respectively; and |
Director Compensation
| ● | the Chairman of the Board was eligible to receive an additional annual retainer of $27,300. |
Director Compensation
In March 2023, the Board of Directors amended the Company’s Outside Director Compensation Policy to provide the Lead Independent Director with an annual service fee of $80,000, payable on a quarterly basis consistent with the amended policy. We reimbursed our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors. Pursuant to our compensation policy for independent directors, each non-employee director may elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (the “Retainer Option,” and such election, a “Retainer Option Election”). The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-employee director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) three, divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share. Equity Compensation: Pursuant to our compensation policy for independent directors, each new non-employee director receives a stock option grant to purchase 32,500 shares of our common stock under the terms of the then in effect equity compensation plan. These initial awards will vest over three years, with one-third of the shares subject to the option vesting on the one-year anniversary of the date of grant, and the remaining shares vesting monthly over the following two years, provided such non-employee director continues to serve as a director through each vesting date. In addition, each non-employee director is eligible to automatically received an annual stock option grant to purchase 20,000 shares of our common stock on the date of the annual meeting beginning on the date of the first annual meeting that is held after such non-employee director receives his or her initial award, provided such non-employee director continues to serve as a director through such date. Such annual awards vest monthly over one year, provided such non-employee director continues to serve as a director through each vesting date. In the event of a “change in control,” the participant non-employee director will fully vest in and have the right to exercise awards as to all shares underlying such awards and all restrictions on awards will lapse, and all performance goals or other vesting criteria will be deemed achieved at 100% of target level and all other terms and conditions met, provided the non-employee director remains a director through the date of such change in control. The following table sets forth information concerning compensation paid or earned for services rendered to us by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2023. Information about the compensation paid to Mr. Uecker is included in the section entitled, “Executive Compensation” and excluded from the table below:
Director Compensation
| Name | Fees earned or paid in cash ($) | Option Awards ($)(1) | Total ($) | | Robert W. Duggan | — | $257,413 | $257,413 | | Manmeet S. Soni | $94,096 | $85,970 | $180,066 | | Shelley D. Spray | $37,500 | $85,970 | $123,470 | | Richard A. van den Broek | — | $208,894 | $208,894 | | Mahkam Zanganeh | — | $172,997 | $172,997 |
Director Compensation
This table updates information in a similar table included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Director Compensation
| (1) Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. |
Director Compensation
The aggregate number of shares subject to stock options outstanding and exercisable at December 31, 2023 for each non-employee director is as follows:
Director Compensation
| Name | Aggregate Number of Stock Options Outstanding as of December 31, 2023 | Aggregate Number of Stock Options Exercisable as of December 31, 2023 | | Robert W. Duggan | 174,039 | 145,839 | | Manmeet S. Soni | 308,885 | 300,551 | | Shelley D. Spray | 107,547 | 89,281 | | Richard A. van den Broek | 209,262 | 186,684 | | Mahkam Zanganeh | 223,839 | 205,421 |
Director Compensation
This table updates information in a similar table included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors has nominated Robert W. Duggan, Manmeet S. Soni, Darrin R. Uecker, Richard A. van den Broek, and Mahkam Zanganeh for election at the Annual Meeting to terms expiring at the 2025 annual meeting of stockholders. Please refer to “Board of Directors and Committees of the Board” section above for the nominees’ biographies. The five nominees receiving the highest number of votes will be elected at the Annual Meeting. In the event a nominee is unable or declines to serve as a director, the proxies will be voted at the Annual Meeting for any nominee who may be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director. Summary information regarding our nominees is set forth below, as of December 31, 2023.
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | | Robert W. Duggan | 79 | Co-Chief Executive Officer of Summit Therapeutics Inc. and Chief Executive Officer of Duggan Investments, Inc. | 2017 | | Manmeet S. Soni | 46 | Chief Operating Officer of Summit Therapeutics Inc. | 2017 | | Darrin R. Uecker | 58 | Chief Technology Officer of Pulse Biosciences, Inc. | 2015 | | Richard A. van den Broek | 57 | Managing Partner of HSMR Advisors, LLC | 2020 | | Mahkam Zanganeh, D.D.S. | 53 | Co-Chief Executive Officer of Summit Therapeutics Inc. and Founder/Chief Executive Officer of Maky Zanganeh and Associates | 2017 |
PROPOSAL 1: ELECTION OF DIRECTORS
There is no family relationship among any of the nominees, directors and/or any of our executive officers, however, Mr. Duggan and Dr. Zanganeh have a personal relationship with each other. Three of our director nominees are officers of Summit Therapeutics Inc., a company controlled by Robert Duggan, its majority stockholder. Our executive officers serve at the discretion of the Board of Directors. Further information about our directors is provided in the “Board of Directors and Committees of the Board” section above.
Overview of Compensation Program
| ● | reviewing, modifying and approving our overall compensation strategy and policies, including: (a) reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers and other senior management, as appropriate; (b) evaluating and approving, or recommending to the Board for approval, compensation plans and programs advisable for us, including modifications and terminations to those plans and programs; (c) establishing policies with respect to equity compensation arrangements; (d) assessing the adequacy and competitiveness of our executive compensation programs among comparable companies in our industry; and (e) reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangement for our executive officers and other senior management, as appropriate; |
Overview of Compensation Program
| ● | adopting, amending, administering, and terminating our equity compensation plans, bonus plans, deferred compensation plans, and similar programs. |
Overview of Compensation Program
| ● | reviewed and updated the compensation peer group of comparable public companies for purposes of evaluating the compensation levels of our executive officers and non-employee directors; |
Overview of Compensation Program
| ● | analyzed the compensation levels and practices of the companies in our compensation peer group; |
Overview of Compensation Program
| ● | reviewed the competitiveness of compensation paid to our executive officers, including base salary, annual cash incentive awards and long-term incentive awards; |
Overview of Compensation Program
| ● | reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our executive officers and other members of senior management; and |
Overview of Compensation Program
| ● | provided ad hoc advice and support, including related to the severance and change of control provisions in our employment agreements, aggregate equity utilization (burn rate and overhang) and broad-based employee cash and equity compensation. |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation of our principal executive officer, and our next two most highly compensated executive officers, who were serving as executive officers of the Company as of December 31, 2023.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Kevin P. Danahy | | | | | | | | | Chief Executive Officer | 2023 | 433,333 | 399,973(2) | — | 5,029,724 | 1,420 | 5,864,450 | | | 2022 | 350,038 | — | — | 1,912,015(3) | 1,203 | 2,263,256 | | Darrin R. Uecker | | | | | | | | | Chief Technology Officer and Director | 2023 | 433,333 | 399,973(2) | — | 4,555,302 | 1,420 | 5,390,028 | | | 2022 | 485,909 | — | — | — | 1,326 | 487,235 | | Mitchell E. Levinson | | | | | | | | | Chief Strategy Officer | 2023 | 369,563 | 213,582(4) | — | 1,109,997 | 1,420 | 1,694,562 | | | 2022 | 360,000 | — | — | — | 1,338 | 361,338 |
Summary Compensation Table
| (1) Amounts shown represent the aggregate grant date fair value of the restricted stock units and option awards computed in accordance with FASB ASC Topic 718. These amounts do not correspond to the actual value that will be realized by our named executive officers. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements. |
Summary Compensation Table
| (2) Reflects prepayment of 2023 bonus potential by the Company’s Board of Directors. |
Summary Compensation Table
| (3) Reflects Mr. Danahy’s new hire option award and the award he received upon his appointment as our Chief Executive Officer. |
Summary Compensation Table
| (4) Reflects 2023 retention bonus. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents certain information concerning equity awards held by our principal executive officer and our next two most highly compensated executive officers who were serving as executive officers of the Company as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying outstanding options (#) | | | Option exercise price ($/sh) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Exercisable | Unexercisable | Unexercisable and Unearned | | | | | | | | Kevin P. Danahy | 25,000(1) | — | 75,000(1) | 6.41 | 2/14/2032 | — | — | — | — | | | — | — | 50,000(1) | 6.41 | 2/14/2032 | — | — | — | — | | | 112,500 | — | 337,500(1) | 1.53 | 9/23/2032 | — | — | — | — | | | 50,000 | — | 50,000(2) | 6.41 | 2/14/2032 | — | — | — | — | | | — | — | 50,000(3) | 6.41 | 2/14/2032 | — | — | — | — | | | — | — | 500,000(3) | 6.44 | 4/29/2033 | — | — | — | — | | | — | — | 200,000(3) | 7.08 | 7/12/2033 | — | — | — | — | | | — | — | 460,000(6) | 4.38 | 11/1/2033 | — | — | — | — | | Darrin R. Uecker | 281,534 | — | — | 4.00 | 9/20/2025 | — | — | — | — | | | 195,000 | — | — | 30.99 | 6/7/2027 | — | — | — | — | | | 187,286 | — | — | 30.99 | 6/7/2027 | — | — | — | — | | | 27,375 | — | 27,375(2) | 24.03 | 3/22/2031 | — | — | — | — | | | 37,500 | — | —(5) | 10.66 | 5/18/2030 | — | — | — | — | | | — | — | 500,000(3) | 6.44 | 4/29/2033 | — | — | — | — | | | — | — | 200,000(3) | 7.08 | 7/12/2033 | — | — | — | — | | | — | — | 330,000(6) | 4.38 | 11/1/2033 | — | — | — | — | | Mitchell E. Levinson | 20,000 | — | —(2) | 18.69 | 5/20/2031 | — | — | — | — | | | 45,987 | — | —(2) | 18.69 | 5/20/2031 | — | — | — | — | | | 6,201 | — | 12,404(2) | 21.12 | 8/19/2031 | — | — | — | — | | | 35,000 | — | —(4) | 18.25 | 3/18/2029 | — | — | — | — | | | 4,716 | — | 9,434(2) | 21.12 | 8/19/2031 | — | — | — | — | | | 15,000 | — | —(4) | 13.03 | 5/16/2029 | — | — | — | — | | | 15,901 | — | —(4) | 10.66 | 5/18/2030 | — | — | — | — | | | 20,000 | — | —(4) | 10.66 | 5/18/2030 | — | — | — | — | | | 16,378 | — | 16,377(2) | 21.12 | 8/19/2031 | — | — | — | — | | | 8,750 | — | 26,250(2) | 2.92 | 3/22/2033 | — | — | — | — | | | 4,425 | — | 13,275(2) | 8.02 | 5/8/2033 | — | — | — | — | | | — | — | 100,000(3) | 7.08 | 7/12/2033 | — | — | — | — | | | — | — | 100,000(6) | 4.38 | 11/1/2033 | — | — | — | — | | | 2,000 | — | —(5) | 5.81 | 4/17/2033 | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Grant consisting of 100% time-based vesting option grants. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Performance-based vesting stock option grants of which a portion of the performance criteria have been achieved. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Performance-based vesting stock option grants of which no performance criteria have been achieved. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Board service grants pursuant to the Company's Amended and Restated Outside Director Compensation Policy. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Fully vested stock option grants. | | (6) Stock options will vest in full automatically upon the earlier to occur of (i) the six (6) year anniversary of the grant date, and (ii) the 1-year anniversary of a Change in Control, as defined by the Company’s 2017 Equity Incentive Plan; provided, however, that no Change in Control shall be found to exist for purposes of vesting of the Awards if the primary purpose of the persons investing in the Company is principally to provide working capital financing, and not to acquire a controlling interest in the Company, notwithstanding whether the sum of such investment, after the financing, equals or exceeds 50% of the ownership of the Company. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 401(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance information presented in this section when making its compensation decisions for either of the years shown. For further information about how we align executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis, above. The amounts in the tables below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs. The following table sets forth the compensation for our principal executive officers (our “PEOs”) and the average compensation for certain of our other NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect Compensation Actually Paid (“CAP”), as defined under the SEC rules. The table also provides information with respect to Cumulative Total Shareholder Return (“TSR”) and Net Income.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Summary Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | Net Loss (in thousands) | | | | | | | Total Shareholder Return (3) | | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2023 | $12,949,040 | $(1,279,489) | $3,779,506 | $2,946,661 | $51.30 | $(42,210) | | 2022 | $1,005,904 | $(766,432) | $1,052,964 | $(837,429) | $11.61 | $(58,505) | | 2021 | $2,286,036 | $1,312,304 | $1,062,416 | $765,510 | $62.07 | $(63,660) |
Pay Versus Performance
| (1) Mr. Kevin Danahy, our Chief Executive Officer, was our PEO for 2023. Our non-PEO NEOs for 2023 were Mr. Darrin Uecker, our Chief Technology Officer, and Mr. Mitchell Levinson, our Chief Strategy Officer. Mr. Darrin Uecker was our PEO through September 20, 2022, upon which Mr. Kevin Danahy assumed the role subsequent to his appointment as CEO. Our non-PEO NEO for 2021 was Mr. Mitchell Levinson, and for 2022 it was Messrs. Levinson, Danahy, our Chief Commercial Officer until his appointment as our Chief Executive Officer, and Uecker. The total compensation of Messrs. Danahy and Uecker were pro-rated for their respective periods serving as non-PEO NEO. | | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEOs and non-PEO NEOs. The amounts reflect the Summary Compensation Table with certain adjustments as detailed in the table below. |
Pay Versus Performance
| | 2023 | | 2022 | | 2021 | | | | PEO | Non-PEO NEO | PEO | Non-PEO NEO | PEO | Non-PEO NEO | | Summary Compensation Table ("SCT") Total | $5,864,450 | $3,542,295 | $1,005,904 | $1,052,964 | $2,286,036 | $1,062,416 | | (Subtract): Aggregate value for stock awards and option awards included in SCT amounts for the covered fiscal year | $(5,029,724) | $(2,832,649) | $(519,615) | $(1,392,400) | $(1,774,614) | $(930,748) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $4,032,260 | $2,267,040 | $999,900 | $415,914 | $954,621 | $633,842 | | (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $(4,878,900) | $(132,033) | $— | $(842,516) | $— | $— | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $150,324 | $— | $— | $— | $— | | (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(157,125) | $(24,246) | $(94,673) | $(71,392) | $(153,739) | $— | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $(1,110,450) | $(24,069) | $(2,157,948) | $- | $- | $— | | | $(1,279,489) | $2,946,661 | $(766,432) | $(837,429) | $1,312,304 | $765,510 |
Pay Versus Performance
| (3) Total Shareholder Return assumes $100 was invested in our Common Shares on December 31, 2020. |
Analysis of the Information Presented in the Pay Versus Performance Tables
Analysis of the Information Presented in the Pay Versus Performance Tables We do not link our PEO and NEO compensation to the Company’s financial and stock price performance. Instead we link a significant portion of their compensation to the achievement of key product development milestones. For purposes of this disclosure, there were no financial performance measures used to link Company performance to Compensation Actually Paid to our PEOs and non-PEO NEOs in 2023. All information provided under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.