DEF 14A of NRX Pharmaceuticals, Inc.
Filed Feb 23, 2026 · FY20240001437749-26-005119
What happens if a director nominee is unable to stand for election?
What happens if a director nominee is unable to stand for election? Our Board of Directors may select a substitute nominee. If you have completed, signed and returned your proxy card, the proxy can vote your shares for the substitute nominee.
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
Compensation Committee
| ● | making recommendations to our Board regarding the compensation of our directors; and |
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS We have two (2) Class I directors with terms expiring at the Annual Meeting: Chaim Hurvitz and Michael Taylor Our Board has nominated Chaim Hurvitz and Michael Taylor to serve as Class I members of our Board until the 2028 annual meeting of stockholders or until the appointment, election, and qualification of their successors.
Information Regarding the Directors and Executive Officers
Information Regarding the Directors and Executive Officers The following table sets forth, as of the date of this Proxy Statement, certain information regarding our current executive officers and directors who are responsible for overseeing the management of our business.
Information Regarding the Directors and Executive Officers
| Name | Age | Position | | Jonathan Javitt, M.D., M.P.H. | 69 | Chairman, Interim Chief Executive Officer and Chief Scientist | | Riccardo Panicucci | 65 | Chief Manufacturing and Technology Officer | | Joseph Casper | 75 | Chief Operating Officer | | Michael Abrams | 55 | Chief Financial Officer and Treasurer | | Patrick J. Flynn | 77 | Director | | Chaim Hurvitz | 65 | Director | | Dennis McBride | 72 | Director | | Michael Taylor | 51 | Director |
Executive Officer and Director Biographies
Executive Officer and Director Biographies Jonathan Javitt, M.D., M.P.H. Dr. Javitt, founder of the Company, serves as our Chairman, Interim Chief Executive Officer and Chief Scientist. Dr. Javitt additionally served as the Company’s Chief Executive Officer (“CEO”) from May 2021 until March 2022 and was elected Chairman in December 2023. He was the Co-founder, Chairman, and CEO of NeuroRx, Inc., which merged with the Company in May 2021. He participated in leading drug and medical device development and commercialization projects for Allergan, Alcon, Eyetech, Merck, Novartis, Pfizer, and Pharmacia and has led the Company’s regulatory and clinical development efforts from their inception. He has played leadership roles in seven successful healthcare IT and biopharma start-up companies. He was appointed to healthcare leadership roles under President Ronald Reagan, George H.W. Bush, Clinton and George W. Bush. During the Reagan and Bush ‘41 administrations, he was designated as an Expert Consultant to the Department of Health and Human Services. President Clinton designated him as a Special Government Employee of the White House Executive Office of the President to serve on the 1993 Health Reform Task Force. Under President George W. Bush, he was commissioned to lead the Healthcare Committee of the President’s Information Technology Advisory Committee and to serve as a Special Employee of the Undersecretary of Defense. Dr. Javitt has published more than 200 scientific works in the areas of health outcomes and pharmacoeconomics that have been cited more than 31,000 times. Dr. Javitt holds an A.B. with Honors from Princeton University, an M.D. from Cornell University and a Masters of Public Health from the Harvard Chan School of Public Health which designated him an Alumnus of Merit. He continues to serve as an adjunct Professor of Ophthalmology at the Johns Hopkins School of Medicine and as a Senior Fellow of the Potomac Institute for Policy Studies. We re-elected Dr. Javitt to serve as Chairman, based on his substantial practical experience and expertise in drug development and his prior leadership in multiple private and public sector organizations. Riccardo Panicucci, PhD. Dr. Panicucci joined the Company in March 2018 and has served as our Chief Technology and Manufacturing Officer since January 2021. Dr. Panicucci previously served as VP of Pharmaceutical Development Services at WuXi STA from February 2015 to March 2018, where he provided scientific leadership in formulation development and GMP manufacturing. In that capacity, he developed the original formulation for NRX-101. From 2004 to 2015, Dr. Panicucci served as Global Head of Chemical and Pharmaceutical Profiling (CPP) at Novartis. Dr. Panicucci has also led R&D groups at Vertex Pharmaceuticals, Symbollon Pharmaceuticals, Biogen, and Bausch & Lomb. He earned a Ph.D. in Chemistry from the University of Toronto and did a Post-Doctoral Fellowship at the University of California, Santa Barbara. Joseph Casper. Mr. Casper has served as our Chief Operational Officer since January 2026. Mr. Casper brings 35 years of experience in the healthcare industry to the Company’s leadership team. Prior to joining the Company, Mr. Casper has held various senior leadership positions. Mr. Casper has served in consulting leadership positions with Deloitte and First Consulting Group, where he advised large organizations and academic medical centers. His professional experience also includes work with major payer and provider organizations, including Kaiser Permanente and Anthem. He also worked extensively with academic medical centers such as the University Medical Center, Cleveland, Ohio. Mr. Casper is the co-inventor of an early medical record aggregation platform that ultimately scaled to serve more than 15 million patients. Between 2016 to 2021, he served on the board of directors of Ingine Inc., a healthcare artificial intelligence company. Since 2019, he has been serving on the board of directors of ThriveWell Tech, a company focused on senior living technologies. Further, since 2021, he has been serving on the board of directors of Touro University, supporting physician and nursing education through its Colleges of Osteopathic Medicine and Health and Human Services. Additionally, since 2022, he has been serving on the board of directors of SureTest, Inc., a company that develops and delivers intelligent test automation solutions for health systems and enterprise software environments. Between March 2023 and August 2025, Mr. Casper served as the Chief Strategy Officer of Ryte AI, artificial intelligence-powered healthcare data analytics platform. Previously, Mr. Casper served a two-year term as Chairman of the Leukemia Society, Northwest Chapter. His experience spans organizations ranging from early-stage companies to multi-billion-dollar enterprises. Mr. Casper brings decades of healthcare industry experience as an executive, advisor and director, which is expected to add value in the ongoing development of the Company and planned growth of Hope Therapeutics. Michael Abrams. Mr. Abrams has served as our Chief Financial Officer since November 2024. Prior to his appointment as our Chief Financial Officer, Mr. Abrams served as the Chief Financial Officer of Arch Therapeutics, Inc., a publicly traded biotechnology company, from May 2021 through January 2025, which he resigned from on February 3, 2025 after a brief transitional role. From February 2019 to April 2021, Mr. Abrams served as the Chief Financial Officer for RiseIT Solutions, Inc. where he helped return the business to profitability. From August 2009 to February 2019, Mr. Abrams served as the Chief Financial Officer of FitLife Brands, Inc., a publicly traded entity focused on the development of functional nutritional supplements to support an active, healthy lifestyle. Mr. Abrams earned his M.B.A. with Honors from the Booth School of Business at the University of Chicago and received his B.B.A. with Honors from the University of Massachusetts at Amherst as a William F. Field Alumni Scholar. Patrick J. Flynn. Mr. Flynn has served as a member of our Board since May 2021, and is the Chair of our Audit Committee and Compensation Committee. Mr. Flynn previously served on the board of directors of NeuroRx, Inc., the predecessor to our company. and. Mr. Flynn is an entrepreneur with more than 35 years of senior executive experience. He has provided leadership to numerous successful organizations including start-ups and growth-stage companies and has served in a variety of roles, including Executive Chairman, board member, CEO, COO, CFO and advisor. Additionally, Mr. Flynn currently serves as an advisor to Good Measures where he was previously COO and responsible for the day-to-day operations of the company’s innovative approach to healthcare and nutrition services. Prior to joining Good Measures, Mr. Flynn was the co-founder of Predilytics, Inc. and served as Executive Chairman. Before joining Predilytics, Mr. Flynn contributed his expertise as COO and then as CEO to Health Dialog, where he helped build the business from an early-stage healthcare services organization and led its successful exit to BUPA, a global insurance company. Prior to this role, Flynn was a co-founder of Symmetrix, a management consulting firm specializing in healthcare and financial services. Mr. Flynn began his career with Bank of America where he held several positions over the course of 15 years, including Vice President of World Banking and Vice President of Risk Management. Mr. Flynn earned his B.S. in Finance from the Wharton School at the University of Pennsylvania. We selected Mr. Flynn to serve on our Board because he brings to the Company over 30 years of audit compliance, entrepreneurship, business, and board experience.
Executive Officer and Director Biographies
Chaim Hurvitz. Mr. Hurvitz has served as a member of our Board since May 2021. Mr. Hurvitz served as a member of the board of directors of NeuroRx, Inc., the predecessor to our company, from May 2015. Mr. Hurvitz has served as the Chief Executive Officer of CH Health, a private venture capital firm, since May 2011. Mr. Hurvitz previously served as a member of the board of directors of Teva Pharmaceuticals Industries Ltd. from October 2010 to July 2014. Previously, he was a member of the senior management of Teva Pharmaceuticals Industries Ltd., serving as the President of Teva International Group from 2002 until 2010, as President and Chief Executive Officer of Teva Pharmaceuticals Europe from 1992 to 1999 and as Vice President - Israeli Pharmaceutical Sales from 1999 until 2002. Mr. Hurvitz is a founding investor and a director of Galmed Pharmaceuticals Ltd. Mr. Hurvitz presently serves as a member of the management of the Manufacturers Association of Israel and head of its pharmaceutical branch. Mr. Hurvitz holds a B.A. from Tel Aviv University. We selected Mr. Hurvitz to serve as a director because he brings decades of pharmaceutical experience to the Board. In addition, Mr. Hurvitz brings international relationships to the Company that have, and will continue to add value to the execution of the Company’s business plan. Dennis McBride, Ph.D. Dennis McBride, Ph.D., joined the Board in June 2024. Dr. McBride currently serves as the Chair of our Nominating and Corporate Governance Committee and has served as a research professor at Virginia Tech since May 2021. Dr. McBride has led numerous national and international initiatives in neuroscience and its interface with information technology, national security, and medical technology/drug development within the federal government, three of which are now multi-billion dollar enterprises. Dr. McBride also served as Director of the Acquisition and Innovation Research Center for the Department of Defense from February 2022 to February 2024, and as Vice President of Strategy and Innovation at Source America from December 2015 to December 2020. Dr. McBride began his career as a medical scientist in Naval Aviation and ergonomics and served in eight nationally prominent laboratories, including the Defense Advanced Research Projects Agency (DARPA), Naval Aerospace Medical Research Lab, Naval Research Lab, the Office of Naval Research, and the Naval Medical Research Institute. Upon retiring as a highly decorated senior officer (O-6), he assumed leadership of the Potomac Institute for Policy Studies, where he continues to serve as President Emeritus. Following his ten-year term, he was recruited back to the National Defense University to lead the Center for Technology and National Security Policy, culminating his government career as a Senior Executive-4 (Civilian equivalent to Rear Admiral/Vice Admiral). Dr. McBride has served as an adviser to Cabinet Secretaries, U.S. Congressional Committees, and to corporate C-Suite executives. His educational background includes formal enrollment at the University of Georgia, Naval Aerospace Medical Institute (flight surgeon school), the University of Southern California, the London School of Economics, and Harvard Business School, earning a Ph.D. in experimental psychology, four master’s degrees, and an additional postdoctoral education in aviation medicine, systems engineering science, and strategic disruption. He has published widely and was elected by faculty in 1999 to full professor. Dr. McBride has served at multiple universities in colleges of Arts & Sciences, Engineering, Public Policy, and Medicine. For the past 12 years, Dr. McBride has served as an adjunct Professor at Georgetown University School of Medicine and co-Director of Georgetown’s Regulatory Science Program. We selected Dr. McBride to serve as a director because he brings decades of high-level science experience to the Board. In addition, Dr. McBride brings important new relationships to the Company that have, and will continue to add value to the execution of the Company’s business plan. Michael Taylor. Michael Taylor was appointed to the Board in January, 2025. Mr. Taylor is a 25-year veteran in the global credit business, focused on special situations and capital formation, and currently serves as a consultant to Hope Therapeutics, Inc., a wholly-owned subsidiary of the Company. Mr. Taylor previously served as a Partner of the Adi Dassler International Family office wealth advisory firm from August 2016 to February 14, 2023, as Managing Director at Oppenheimer & Co. Inc. from June 2011 to August 2016, a New York-based full-service brokerage and investment bank, focusing on complex debt structuring and transactions and multijurisdictional capital formation, and as Managing Director of Institutional Fixed Income Trading and Alternative Investments at Stone & Youngberg LLC, a private investment firm, from July 2004 to June 2011. Mr. Taylor began his career with Morgan Stanley as a Bond Trader. Mr. Taylor holds a Bachelor of Science degree in Economics & International Relations from the London School of Economics. Mr. Taylor brings decades of experience in the capital markets and capital formation, which is expected to add value in the ongoing development of the Company and planned growth of Hope Therapeutics.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents information regarding the total compensation of our Named Executive Officers for the years ended December 31, 2024 and 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jonathan Javitt(3)(4)(5)(6) | 2024 | 575,000 | 250,000 | | | | 825,000 | | Chief Executive Officer, Chief Scientist and Chairman | 2023 | 602,755 | - | - | - | 27,443 | 630,198 | | Stephen Willard(7) | 2024 | 395,833 | | | | | 395,833 | | Former Chief Executive Officer | 2023 | 500,000 | | | | | 500,000 | | Michael Abrams(11) | 2024 | 20,313 | | | | | 20,313 | | Chief Financial Officer | 2023 | - | - | - | - | - | - | | Matthew Duffy(8)(9) | 2024 | 338,000 | | | | | 338,000 | | Chief Business Officer | 2023 | 60,000 | | | 99,000 | | 159,000 | | Richard Narido(10) | 2024 | 435,032 | | | | | 435,032 | | Former Chief Financial Officer | 2023 | 255,015 | - | - | 43,000 | - | 298,015 |
2024 Summary Compensation Table
| (1) Amount reflects the grant date fair value of restricted stock granted as an employee inducement award during 2024 or year 2023 as calculated in accordance with ASC Topic 718, See Note 10 to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 14, 2025 (the “2024 Form 10-K”) for information regarding the assumptions used in calculating these amounts. |
2024 Summary Compensation Table
| (2) Amount reflects the grant date fair value of stock options granted during fiscal year 2024 or fiscal year 2023 as calculated in accordance with ASC Topic 718, See Note 10 to the consolidated financial statements contained in the Company’s 2024 Form 10-K for information regarding the assumptions used in calculating these amounts. |
2024 Summary Compensation Table
| (3) For Fiscal 2023, All Other Compensation reflects reimbursement for legal fees incurred. |
2024 Summary Compensation Table
| (4) Dr. Javitt served as Chief Executive Officer of the Company until his retirement on March 8, 2022, at which time he assumed the role of Chief Scientist and remained as a member of the Board of Directors. Dr. Javitt was appointed as Chairman of the Board on December 19, 2023. Dr. Javitt was appointed Interim Chief Executive Officer on October 7, 2024 upon the resignation of Mr. Willard. |
2024 Summary Compensation Table
| (5) Amount reported reflects (i) $0 in base salary, (ii) $602,755 in consulting fees, and (iii) $27,443 in reimbursement for legal expenses for Fiscal 2023. |
2024 Summary Compensation Table
| (6) Amount reported reflects (i) $0 in base salary, and (ii) $575,000 in consulting fees for Fiscal 2024. |
2024 Summary Compensation Table
| (7) Mr. Willard was appointed Chief Executive Officer on July 12, 2022 and resigned effective October 7, 2024. |
2024 Summary Compensation Table
| (8) Amount reported reflects (i) $0 in base salary; (ii) $60,000 in consulting fees; and, (iii) the issuance of options to purchase up to 30,000 shares of Common Stock with a FMV of $99,000 in Fiscal 2023. |
2024 Summary Compensation Table
| (9) Amount reported reflects (i) $0 in base salary; and (ii) $338,000 in consulting fees. |
2024 Summary Compensation Table
| (10) Mr. Narido was appointed as Interim Chief Financial Officer in September 2023 through a consulting agreement with LifeSci Advisors. The amounts reflected above account for total payments to LifeSci Advisors inclusive of their mark up. Mr. Narido ceased to be the Interim Chief Financial Officer of the Company in connection with the appointment of Mr. Abrams as Chief Financial Officer on November 18, 2024. |
2024 Summary Compensation Table
| (11) Mr. Abrams joined the Company as its Chief Financial Officer effective November 18, 2024. Per his employment agreement, his base salary of $325,000 per annum was reduced by 50% during an initial period that ended February 1, 2025. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End There were no shares of Common Stock underlying outstanding equity incentive plan awards for any Named Executive Officer as of December 31, 2024. Health, Welfare and Retirement Plans We do not maintain a 401(k) defined contribution plan or any other employee benefit plans or programs. Clawback Our Board adopted the NRx Pharmaceuticals, Inc. Compensation Recovery Policy (the “Clawback Policy”), on November 20, 2023. The Clawback Policy is designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The Clawback Policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a Financial Reporting Measure (as defined in the Clawback Policy) is subject to recoupment. A copy of the Clawback policy is filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed on March 29, 2024.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Javitt Consulting Agreement The Company may terminate the Javitt Consulting Agreement without prior notice immediately upon a termination for Cause. Dr. Javitt may terminate the Javitt Consulting Agreement upon 30 days’ notice at any time and for any reason. Upon termination of Javitt Consulting Agreement, the Company will pay Dr. Javitt any consulting fees and expenses that have been accrued but not yet paid. “Cause” is defined in the Javitt Consulting Agreement as: (i) Dr. Javitt’s gross negligence or willful misconduct, or willful and continued failure to substantially perform his duties (other than due to physical or mental illness or incapacity), which, in either case, causes material injury to the reputation or business of the Company; (ii) Dr. Javitt’s conviction of, or plea of guilty or nolo contendere to, a felony or other crime; (iii) Dr. Javitt’s fraud or embezzlement or other material misuse of funds or property belonging to the Company; or (iv) any material breach by Dr. Javitt under the Javitt Consulting Agreement subject to a 10 day notice and cure period (if reasonably capable of cure). Abrams Employment Agreement In the event Mr. Abrams’ employment is terminated by either party for any reason, Mr. Abrams will be entitled to: (i) any earned but unpaid Base Salary earned during his employment and applicable to all pay periods prior to the termination date; (ii) any unreimbursed business expenses properly incurred; and (iii) any employee benefits to which Mr. Abrams may be entitled under the Company’s employee benefit plans or programs which Mr. Abrams participates as of the date of termination of Mr. Abrams’ employment. If Mr. Abrams’ employment is terminated other than for Cause within three months of employment, subject to certain conditions set forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), the Company shall provide Mr. Abrams with severance pay equal to the Base Salary for a period of 60 days from the date of termination. If Mr. Abrams’ employment is terminated other than for Cause after three months of employment, subject to certain conditions set forth in the Employment Agreement (including the execution and non-revocation of a general release of claims), the Company shall provide Mr. Abrams with (i) severance pay equal to the sum of the Base Salary at the rate in effect on the date of termination from the date of termination through three months if in the first 90 days of employment, plus one month every two months of further employment, up to a total of 6 months; and (ii) the immediate vesting of all unvested equity compensation. Equity Incentive Awards Pursuant to the Omnibus Plan, in the event of a Change in Control (as defined in the Omnibus Plan): (i) if the acquirer or successor company in such Change in Control has agreed to provide for the substitution, assumption, exchange or other continuation of the stock options, then, if the Named Executive Officer’s employment with or service to the Company is terminated by the Company without Cause (as defined in the Omnibus Plan) (and other than due to death or disability) on or within 24 months following a Change in Control, then all of the Named Executive Officer’s options will become immediately exercisable; (ii) if the acquirer or successor company in such Change in Control has not agreed to provide for the substitution, assumption, exchange or other continuation of the options, all options held by the Named Executive Officer will become immediately exercisable; and (iii) the Committee (as defined in the Omnibus Plan) may cancel any outstanding options in exchange for cash, securities or other property equal to the value of such canceled options. Willard Restricted Stock Award Unless otherwise agreed, if Mr. Willard’s employment with the Company is terminated without Cause (other than for death or disability) or Mr. Willard resigns for Good Reason (each as defined in Mr. Willard’s employment agreement, and such termination, a “Qualifying Termination”), Mr. Willard will vest in a pro rata portion of the restricted stock. In the event of a Qualifying Termination on or within 12 months following a Change in Control (as defined in the Omnibus Plan), all of the shares of restricted stock will vest. In connection with Mr. Willard’s termination, all unvested shares of restricted stock were forfeited.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE The following section has been prepared in accordance with pay versus performance rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). Under these rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid (“CAP”). We are required to calculate CAP for our Named Executive Officers and then compare it with certain Company performance measures. Stockholders should refer to our compensation philosophy discussion and analysis in this Proxy Statement for a complete description of how executive compensation relates to Company performance measures and how the Compensation Committee makes it decisions related thereto. The Compensation Committee did not consider this SEC-required pay versus performance analysis and disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Table
Pay Versus Performance Table The following table shows the past three fiscal years’ total compensation for our Named Executive Officers as set forth in the Summary Compensation Table (“SCT”), the CAP to our Named Executive Officers (as determined pursuant to SEC rules), our total stockholder return (“TSR”), and our net loss. We are a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. SEC rules require certain adjustments be made to the SCT totals to determine CAP as reported in the pay versus performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable Named Executive Officer without restriction, but rather is a valuation calculated under applicable SEC rules. The methodology for calculating CAP as required by Item 402(v) of Regulation S-K takes into account, among others, changes in share price and its impact on the fair value of equity awards.
Pay Versus Performance Table
| Year | SCT Total for PEO 1(1) | SCT Total for PEO 2(2) | CAP to PEO 1(3) | CAP to PEO 2(3) | CAP to PEO 3(3) | Average SCT Total for Non-PEO NEOs(4) | Average CAP to Non-PEO NEOs(5) | Value of initial fixed $100 investment based on TSR(6) | Net Income (Loss) ($000) | | 2024 | $789,583 | $- | $789,583 | $- | $393,750 | $1,221,596 | $1,221,596 | $46.03 | $(25,126) | | 2023 | $500,000 | $- | $(150,000) | $- | $- | $857,770 | $900,770 | $18.85 | $(30,150) | | 2022 | $799,871 | $651,226 | $1,343,871 | $525,226 | $873,696 | $622,128 | $486,159 | $19.59 | $(39,754) |
Pay Versus Performance Table
| (1) Represents to total compensation reported for Stephen Willard and Jonathan Javitt, respectively. Mr. Willard served as our Chief Executive Officer between July 11, 2022 and October 7, 2024. Dr. Javitt served as our Interim Chief Executive Officer between October 7, 2024 and December 31, 2024. |
Pay Versus Performance Table
| (2) Represents to total compensation reported for Robert Besthof. Mr. Besthof served as our Interim Chief Executive Officer from March 8, 2022 until July 11, 2022. Prior to such date, Mr. Besthof served as Head of Operations and Chief Commercial Officer. Following Mr. Willard’s appointment as Chief Executive Officer on July 12, 2022, Mr. Besthof resumed his role as Head of Operations and Chief Commercial Officer. Mr. Besthof resigned as Head of Operations and Chief Commercial Officer on February 16, 2023, effective as of April 30, 2023. |
Pay Versus Performance Table
| (3) The dollar amounts reported represent the amount of CAP as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for each PEO during the applicable year, but also include the year-end value of equity awards granted during the reported year. See Table below for further information. |
Pay Versus Performance Table
| (4) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs (“NON-PEO NEOs”). For fiscal year 2024, our NON-PEO NEOS were Jonathan Javitt, Stephen H. Willard, Richard Narido, Michael Abrams, and Matthew Duffy . For fiscal year 2023, our NON-PEO NEOS was Richard Narido. For fiscal year 2022, our NON-PEO NEOS were Seth Van Voorhees, Riccardo Panicucci, Ira Strassberg, and Alessandra Daigneault. For fiscal year 2021, our NON-PEO NEO was Ms. Daigneault. |
Pay Versus Performance Table
| (5) The dollar amounts reported represent the average amount of CAP, as computed in accordance with SEC rules, for our NEOs, other than our PEOs. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEOs, in the SCT for fiscal years 2024, 2023, and 2022, but also include the year-end value of equity awards granted during the reported year. See Table below for further information. |
Pay Versus Performance Table
| (6) Assumes an investment of $100 for the period starting on December 31, 2021 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $4.78 on December 31, 2021; (iii) $1.11 on December 30, 2022; (iii) $4.60 on December 31, 2023 and (iv) $2.20 on December 31, 2024. |
Pay Versus Performance Table
The table below summarizes the adjustments to the total amount reported in the SCT for PEO 1 in calculating CAP:
Pay Versus Performance Table
| Year | SCT Total for PEO 1 | Reported Value of Equity Awards for PEO 1(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | CAP to PEO 1 | | 2024 | $789,583 | - | $- | $- | $- | $- | $789,583 | | 2023 | $500,000 | - | $- | $(433,329) | $- | $(216,671) | $(150,000) |
Pay Versus Performance Table
| (1) Represents the grant date fair value of the equity awards to PEO 1, as reported in the SCT. |
Pay Versus Performance Table
The table below summarizes the adjustments to the total amount reported in the SCT for PEO 2 in calculating CAP:
Pay Versus Performance Table
| Year | SCT Total for PEO 2 | Reported Value of Equity Awards for PEO 2(1) | Fair Value as of Year End for Unvested Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value of Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | CAP to PEO 2 | | 2024 | - | - | - | - | - | - | - | | 2023 | - | - | - | - | - | - | - | | 2022 | $651,226 | $(195,000) | $69,000 | - | - | - | $525,226 |
Pay Versus Performance Table
| (1) Represents the grant date fair value of the equity awards to PEO 2, as reported in the SCT. |
Pay Versus Performance Table
The table below summarizes the adjustments to the average of the total amount reported in the SCT for our NEOs other than our PEOs in calculating CAP:
Pay Versus Performance Table
| Year | Average SCT Total for Non-PEO NEOs | Average Reported Value of Equity Awards for Non-PEO NEOs(1) | Average Fair Value as of Year End for Unvested Awards Granted During the Year | Average Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Average Fair Value of Awards Granted and Vested During the Year | Average Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Average CAP to Non- PEO NEOs | | 2024 | $1,221,596 | - | - | - | - | - | $1,221,596 | | 2023 | $857,770 | - | $43,000 | - | - | - | $900,770 | | 2022 | $622,128 | $(283,938) | $147,969 | - | - | - | $486,159 |
Pay Versus Performance Table
| (1) Represents the grant date fair value of the equity awards to our NEOs other than our PEOs, as reported in the SCT. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between CAP to our PEO, the average CAP to our Non-PEO Named Executive Officers, and our net Income (loss) during the two most recently completed fiscal years. PEO From 2023 to 2024, compensation actually paid to the PEO increased by $0.29 million or 58%. Over the same period, the Company’s Total Stockholder Loss decreased by 17%. Key factors that drove the increase in pay during this period was the change of the Chief Executive Officer. Other NEOs From 2023 to 2024, compensation paid to the other NEOs increased by $0.8 million or 171%. Over the same period, the Company’s Total Stockholder Loss decreased by 17%. Key factors that drove the increase in pay during this period were the addition of new officers in fiscal year 2024. Compensation Actually Paid and Net Income Our Company has not historically looked to net income as a performance measure for our executive compensation program. In fiscal 2024, our net loss decreased $5.0 million, or 17%, as compared to fiscal 2023, and the compensation actually paid for our PEO and non-PEO NEOs also increased between 2024 and 2024 through a combination of time in the role due to changing of personnel. Compensation Actually Paid and Cumulative TSR Historically we have not used financial performance measures such as TSR to align with compensation actually paid to our NEO’s. In 2022, as described in more detail above, part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses and equity awards that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals. In 2023, our non-PEO NEOs consisted only of our Chief Financial Officer where payments included cash and option awards. In 2024, our non-PEO NEOs consisted of our Chief Financial Officers and Chief Business Officer where payments included cash and option awards. 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 Pursuant to our director compensation program, each member serving on our Board for the year ended December 31, 2024 was eligible to compensation for his or her service as follows:
DIRECTOR COMPENSATION
| ● | Independent Board member: $60,000 annual retainer plus an annual equity grant. |
DIRECTOR COMPENSATION
| ● | Chairman of the Board: $25,000 annual retainer. |
DIRECTOR COMPENSATION
| ● | Board Committee Chair: $15,000 annual retainer. |
Summary Director Compensation Table
Summary Director Compensation Table The following table shows for the year ended December 31, 2024, certain information with respect to the compensation paid to and/or accrued for our non-employee directors. As Named Executive Officers for the year ended December 31, 2024, Mr. Willard’s and Dr. Javitt’s compensation is shown in the Summary Compensation Table. Mr. Willard and Dr. Javitt did not receive any additional compensation for their service on the Board.
Summary Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards($)(1) | Total ($) | | Patrick J. Flynn | 90,000 | — | 90,000 | | Chaim Hurwitz | 70,000 | — | 70,000 | | Dennis McBride(2) | 38,462 | — | 38,462 | | Janet Rehnquist(3) | 70,000 | — | 70,000 |
Summary Director Compensation Table
| (1) Amounts reflect the full grant date fair value of stock options awarded under our Omnibus Plan during 2024, computed in accordance with the requirements of FASB ASC 718. As of December 31, 2024, (i) Messrs. Flynn and Hurwitz each held options to purchase up to 16,650 shares of Common Stock; (ii) Dr. McBride held options to purchase up to 6,320 shares of Common Stock, and (ii) Ms. Rehnquist did not own any options to purchase shares of Common Stock. |
Summary Director Compensation Table
| (2) Dr. McBride joined the Board in June 2024. |
Summary Director Compensation Table
| (3) Ms. Rehnquist served as a member of the Board until her resignation in January 2025. |