DEF 14A of Hycroft Mining Holding Corp, Oct 28, 2025

DEF 14A of Hycroft Mining Holding Corp

Filed Oct 28, 2025 · FY20240001493152-25-019795

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS

  2. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    Nominees for Election to our Board of Directors at the 2025 Annual Meeting Below is information relating to each director nominee, including their current ages, and a brief overview of their business experience.

  3. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    | Name | Age | Position(s) | | Diane R. Garrett, Ph.D. | 65 | Director, President, and Chief Executive Officer | | Michael J. Harrison | 54 | Director | | Stephen A. Lang | 69 | Director | | David C. Naccarati | 71 | Director | | Thomas Weng | 57 | Chairman of the Board |

  4. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    The Board determined that four of the five director nominees (Messrs. Harrison, Lang, Naccarati, and Weng) are “independent directors” under Nasdaq listing standards, as discussed in detail below under “Director Independence.” Summary of Director Nominee Qualifications and Experience

  5. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    | Competency | Garrett | Harrison | Lang | Naccarati | Weng | | Senior Executive | ● | ● | ● | ● | ● | | (Experience in the highest level of management responsible for setting and achieving organizational objectives, strategic planning, and overall decision-making) | | | | | | | Other Public Company Directorships | ● | ● | ● | | ● | | (Experience sitting on public company boards) | | | | | | | Mining Industry | ● | ● | ● | ● | ● | | (Technical and leadership experience in listed mining companies (whether Canadian or US) of similar size, with similar operational assets and developing projects) | | | | | | | Financial Literacy | ● | ● | ● | ● | ● | | (Knowledge of financial accounting and reporting, internal financial controls, including the ability to critically assess the financial viability and performance of the organization) | | | | | | | Capital Management | ● | ● | ● | | ● | | (Experience in capital management strategies, including debt financing and capital raisings) | | | | | | | Technical Mining, Engineering or Geology & Innovation | ● | ● | ● | ● | | | (Background or experience overseeing and innovating the technical engineering or geology aspects of mining) | | | | | |

  6. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    | Competency | Garrett | Harrison | Lang | Naccarati | Weng | | Mine Development/Operating | ● | ● | ● | ● | | | (Experience overseeing the development of mines and/or daily operations) | | | | | | | Business Development | ● | ● | ● | ● | ● | | (Experience in identifying and implementing growth opportunities and creating long-term value for the organization from investors, markets, and relationships) | | | | | | | Permitting/Regulatory | ● | ● | ● | ● | ● | | (Experience relating to regulatory approvals and permitting needed in connection with mining operations and development) | | | | | | | Legal | ● | | ● | | ● | | (Experience overseeing significant legal matters at an organization including stockholder lawsuits/threats and/or government investigations) | | | | | | | Human Resources | ● | ● | | ● | ● | | (Experience with appointment and evaluation of senior executives as well as overseeing strategic human resource management including workforce planning, employee relations and organizational change) | | | | | | | Compensation | ● | ● | ● | | ● | | (Experience on compensation committees of public companies; analyzing and setting executive compensation while balancing risks, incentives, and investor relations) | | | | | | | Health, Safety, Environmental, Sustainability | ● | ● | ● | ● | ● | | (Experience related to health, safety, environmental, social responsibility and sustainability initiatives and their impact on the organization/investor relations) | | | | | | | Corporate Governance | ● | ● | ● | ● | ● | | (Knowledge of best practice governance standards) | | | | | | | Government/Regulatory/Political | ● | ● | ● | ● | ● | | (Experience in public and regulatory policies and management of impact on industry and the organization) | | | | | | | First Nations/Community Relations | ● | ● | ● | ● | | | (Experience with public relations relating to native peoples) | | | | | | | Information Technology and Innovation | | | | ● | ● | | (Experience with IT security/breaches and/or knowledge of the strategic use and governance of information technology and innovation) | | | | | | | Strategic Planning | ● | ● | ● | ● | ● | | (Ability to identify and critically assess opportunities and threats and develop effective strategies to achieve the organization’s visions and objectives.) | | | | | | | Risk Management | ● | ● | ● | ● | ● | | (Ability to identify key risks to the organization, and monitor risk and compliance management frameworks and systems) | | | | | |

  7. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    Diane R. Garrett, Ph.D. began serving as our President and Chief Executive Officer and a director on September 8, 2020, was Acting Chair of the Board from December 15, 2021, through April 8, 2022, and is a member of the Board. From June 2016 until her appointment with the Company, Ms. Garrett was the President and Chief Executive Officer of Nickel Creek Platinum Corp. (“NCP”), a mining exploration and development company listed on the Toronto Stock Exchange and the OTCQB Market. She has over 30 years of senior management and financial expertise in natural resources. Before joining NCP, she held the position of President and Chief Executive Officer and a director of Romarco Minerals Inc. (“Romarco”) from November 2002 until October 2015, taking the multi-million-ounce Haile Gold Mine project from discovery to construction. OceanaGold, Inc. acquired Romarco in 2015, at which time Ms. Garrett became a director and consultant to OceanaGold, Inc. before joining NCP in June 2016. Before that, she held numerous senior positions in public mining companies, including VP of Corporate Development at Dayton Mining Corporation and VP of Corporate Development at Beartooth Platinum Corporation. Early in her career, Ms. Garrett was the Senior Mining Analyst and Portfolio Manager in the precious metals sector with US Global Investors. Ms. Garrett received her Ph.D. in Engineering and Masters in Mineral Economics from the University of Texas at Austin. The Board determined Ms. Garrett should serve as a director due to her technical expertise and background as a senior executive in mining companies; her significant experience with permitting, developing, and constructing gold mines in addition to capital markets; as well as her success in moving a precious metals mining company from the development stage to the successful producer stage. Ms. Garrett served as a director of Novagold Resources Inc., a mineral exploration company operating in the gold mining industry (NYSE American: NG; TSE: NG), from May 2018 to June 2025, and as a director of Ausenco PYT Ltd., a privately held global engineering, firm from November 2020 to January 2025. Michael J. Harrison has been a member of our Board since May 29, 2020, and is a member of the Safety and Technical Committee (Chair) and the Nominating and Governance Committee. Since January 2, 2020, Mr. Harrison has served as Managing Partner of Sprott Resource Streaming and Royalty and Managing Director of Sprott, Inc. Since January 2, 2020, Mr. Harrison has served as the CEO of Sprott Resource Streaming and Royalty Corp. From May 7, 2019, to June 23, 2020, Mr. Harrison served as Interim President and Chief Executive Officer of Sprott Resource Holdings Inc. (“SRHI”) and before such date served as a Managing Director in the mining and metals group of SRHI since February 2017. Before joining SRHI, he was president and CEO of Adriana Resources Inc. from October 2015 to February 2017 and Vice President, Corporate Development for Coeur Mining Inc. from February 2011 to August 2015. Since September 2025, Mr. Harrison has served on the Board of Premier American Uranium (TSXV: PUR, OTCQB: PAUIF). Mr. Harrison previously served on the Board of Directors of Corsa Coal Corp. (TSXV: CSO) from March 2011 to March 2017 and on the board of directors of Macusani Yellowcake (TSXV: PLU) from May 2011 to January 2013. Mr. Harrison also served as a member of the Board of Directors of Hycroft Mining Corporation (“HMC”), the Company’s predecessor, from December 2017 until the May 29, 2020, recapitalization transaction with HMC. He also previously worked for Cormark Securities Inc. and National Bank Financial in the mining investment banking groups raising funds and providing mergers and acquisition advice to listed and private mining companies. Previously, Mr. Harrison worked internationally for BHP Billiton Exploration Division as a Project Geophysicist. Mr. Harrison holds a B.Sc.E (Honours) in Geophysics from Queen’s University and an MBA (with Distinction) from the University of Western Ontario. Mr. Harrison brings over 25 years of executive, financial, and technical knowledge in the mining industry to our Board and adds a valuable perspective. Stephen A. Lang has been a member of our Board since May 2021, Chairman of our Board since April 8, 2022, and a member of the Compensation Committee (Chair), the Safety and Technical Committee, and the Environmental, Social, Governance Committee. Mr. Lang has over 40 years of experience in the mining industry, including engineering, development and production at gold, coal, base metals, and PGM operations. He was Chief Executive Officer of Centerra Gold Inc., a publicly traded mining company, from 2008 to 2012 and served as Centerra’s Board Chair from 2012 to 2019. Before that, Mr. Lang served as Chief Operating Officer at Stillwater Mining Company, Vice President/General Manager at Barrick Goldstrike operations, Vice President of Engineering and Project Development for Rio Algom Ltd, General Manager of the Fort Knox Mine for Kinross Gold/Amax Gold, and General Manager at the Twin Creeks and Lone Tree mines for Santa Fe Pacific Gold. Mr. Lang is currently Board Chair at Hudbay Minerals. He is also a member of the Board of Directors of Argonaut Gold, Inc. Mr. Lang is a past member of the boards of International Tower Hill Mines, Ltd. and Bear Creek Mining Corporation. In addition, Mr. Lang served as a director of Allied Nevada Gold Corporation (“Allied Nevada”) from June 2013 until October 2015. Allied Nevada entered federal bankruptcy proceedings in March 2015, emerged in October 2015 and was the prior owner of the Company’s Hycroft Open Pit Mine, located in Winnemucca, Nevada, that historically operated as an open-pit oxide mining and heap leach processing operation (the “Hycroft Mine”). Mr. Lang holds a BS and MS in Mining Engineering from the Missouri University of Science and Technology. Mr. Lang is well qualified to serve as a member of our Board due to his significant experience in the mining industry and his director and leadership experience with other mining companies. David C. Naccarati has been a member of our Board since May 2021 and is a member of the Audit Committee, Environmental, Social, and Governance Committee (Chair), and the Safety and Technical Committee. Mr. Naccarati has more than 45 years of experience in the mining industry. He currently serves as an independent consultant to the mining industry. He was a founding partner of Cupric Canyon Capital, LLC, a private equity firm focused on acquiring and developing mining properties. He served as a member of its board of directors from 2010 to 2019. Mr. Naccarati was a senior management team member for Phelps Dodge Corporation (“Phelps Dodge”), a publicly traded mining and manufacturing company, from 2004 to 2007, including serving as president of the Phelps Dodge Mining Company, a division of Phelps Dodge. Mr. Naccarati also served as an adjunct professor in the Mining and Geological Engineering Department at the University of Arizona from 2009 to 2011. Mr. Naccarati received a degree in Mining Engineering from the University of Arizona and an MBA from the Sloan School of Management (MIT). Mr. Naccarati is well qualified to serve as a member of our Board due to his significant safety, technical, and operational experience in the mining industry.

  8. Nominees for Election to our Board of Directors at the 2025 Annual Meeting

    Thomas Weng has been a member of our Board since May 29, 2020, and is a member of the Compensation Committee (Chair). Mr. Weng served as our Lead Independent Director until December 2021, and as Chairman of the Board since January 2025. Mr. Weng has more than 30 years of experience in the financial services sector and is a Co-Founding Partner with Alta Capital Partners, a provider of advisory and consulting services (since February 2011). From February 2007 to January 2011, Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and across all industry segments for Latin America. Prior to 2007, he held various senior positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns. Mr. Weng currently sits on the board of International Tower Hill Mines and Jaguar Mining Inc. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics. Mr. Weng is well qualified to serve as a member of our Board because of his extensive knowledge of strategic planning, mergers and acquisitions, finance, and mining. The Board recommends that stockholders vote “FOR” the election of each of the five director nominees set forth above in this Proxy Statement.

  9. Director Compensation

    Director Compensation The Compensation Committee and Board of Directors approved the following initial annual director compensation arrangements for non-employee directors:

  10. Director Compensation

    | ■ | An annual cash retainer of $55,000; | | ■ | Annual committee chair fees of $12,500 for the Audit Committee, $10,000 for the Safety and Technical Committee and ESG Committee, and $7,500 for each of the Nominating and Governance Committee and the Compensation Committees; | | ■ | Annual committee member fees of $5,000 for the Audit Committee, $4,000 for the Safety and Technical Committee and ESG Committee, and $2,500 for each of the Nominating and Governance Committee and the Compensation Committee; and | | ■ | $75,000 in annual equity awards in the form of restricted stock units (“RSUs”). |

  11. Director Compensation

    In addition, the Compensation Committee approved (i) an initial $50,000 equity award in the form of RSUs for each non-employee director upon their initial appointment to the Board; (ii) an annual $10,000 cash retainer for the independent Lead Director; and (iii) an annual $70,000 retainer for a non-employee independent Chairman of the Board of which $25,000 is payable in cash and $45,000 payable in the form of RSUs. The equity awards are granted to each non-employee director following the Company’s annual meeting of stockholders unless otherwise determined by the Compensation Committee. The AMC Subscription Agreement provides American Multi-Cinema the right to appoint a director to the Board, and the Company agrees to support such director’s nomination so long as American Multi-Cinema retains at least 50% of the Common Stock purchased under the AMC Subscription Agreement, and American Multi-Cinema holds at least 5% of the voting power of the Company. As of the Record Date, American Multi-Cinema did not meet these requirements and therefore, American Multi-Cinema no longer has the right to appoint a director to the Board. Mr. Goodman currently serves as a member of our Board as the designated representative of American Multi-Cinema, Inc., but he will not serve as a member of our Board following the Annual Meeting. He is an executive officer of AMC and an officer and director of American Multi-Cinema, Inc., its wholly owned subsidiary. Mr. Goodman disclaims any beneficial ownership of the shares of our Common Stock and shares of Common Stock issuable upon the exercise of outstanding warrants beneficially owned by AMC and/or American Multi-Cinema, Inc. Any equity grants on behalf of Mr. Goodman by the Company are assigned to AMC or an affiliate thereof. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2024.

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen A. Lang | 95,500 | 120,000 | 215,500 | | David C. Naccarati | 74,000 | 75,000 | 149,000 | | Michael J. Harrison | 67,500 | 75,000 | 142,500 | | Thomas Weng | 85,000 | 75,000 | 160,000 | | Marni Wieshofer | 75,000 | 75,000 | 150,000 | | Sean D. Goodman(3) | 71,500 | 75,000 | 146,500 |

  13. Director Compensation

    | (1) Amounts reflect the annual cash retainers that the non-employee directors earned for their service in respect of 2024 under our non-employee director compensation policy. | | (2) Amounts reflect the aggregate grant date fair value as computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, assuming no forfeitures. These amounts reflect the Company’s accounting expense, and do not correspond to the actual value that the non-employee directors will realize. As of December 31, 2024, each non-employee director had the following outstanding unvested RSUs. | | (3) Sean D. Goodman is an executive officer of AMC and an officer and director of American Multi-Cinema, Inc., its wholly owned subsidiary. Mr. Goodman disclaims any beneficial ownership in cash paid or of the shares of our Common Stock and shares of Common Stock issuable upon the exercise of outstanding warrants beneficially owned by AMC and/or American Multi-Cinema, Inc. |

  14. Director Compensation

    | Name | No. of Unvested RSUs Held as of December 31, 2024 | | Stephen A. Lang(1) | 17,965 | | David C. Naccarati | 11,228 | | Michael J. Harrison | 11,228 | | Thomas Weng(2) | 11,228 | | Marni Wieshofer | 11,228 | | Sean D. Goodman | 12,393 |

  15. Director Compensation

    | (1) Mr. Lang also elected to defer conversion of 21,341 RSUs awarded for: (i) his initial director equity grant and 2021 annual director equity grant, and (ii) his 2024 annual director equity grant and annual chair equity grant, to the extent they vest, until the date of his separation from service as a Board member. | | (2) Mr. Weng also elected to defer conversion of 13,927 2,700 RSUs awarded for: (i) his initial director equity grant, and (ii) his 2021 and 2024 annual director equity grants, to the extent they vest, until the date of his separation from service as a Board member. |

  16. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the compensation for the services in all capacities to us or our subsidiary companies for the years ended December 31, 2024 and 2023 of our NEOs.

  17. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Diane R. Garrett, Ph.D.(4) | 2024 | $600,000 | $635,000 | $200,400 | $34,064(5) | $1,469,464(5) | | President and Chief Executive Officer | 2023 | $600,000 | $462,000 | $500,900 | $23,512 | $1,586,412 | | Stanton K. Rideout(6) | 2024 | $425,000 | $385,000 | $167,000 | $30,063(7) | $1,007,063(7) | | Executive Vice President, Chief Financial Officer | 2023 | $425,000 | $280,500 | $250,450 | $23,364 | $979,314 | | Rebecca A. Jennings (8) | 2024 | $315,000 | $200,500 | $133,600 | $21,944 | $671,044 | | Senior Vice President, General Counsel | 2023 | $311,250 | $171,188 | $203,960 | $8,600 | $694,998 | | David B. Thomas (9) | 2024 | $293,750 | $200,000 | $133,600 | $24,583 | $651,933 | | Senior Vice President, General Manager | 2023 | $271,250 | $149,188 | $115,207 | $22,189 | $557,834 |

  18. 2024 Summary Compensation Table

    | (1) Amounts represent payments under the Company’s incentive bonus plan. | | (2) Amounts reflect the aggregate grant date fair value of awards granted during the fiscal year noted as computed in accordance with FASB’s ASC Topic 718, assuming no forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that the NEOs may realize. | | (3) During 2024 and 2023, “All Other Compensation” consisted of the following: |

  19. 2024 Summary Compensation Table

    | Name and Principal Position | Year | 401(k) Matching Contributions | Life Insurance Premiums | Total | | Diane R. Garrett, Ph.D. | 2024 | $30,500 | $3,564 | $34,064(5) | | | 2023 | $19,800 | $3,712 | $23,512 | | Stanton K. Rideout | 2024 | $23,205 | $6,858 | $30,063(7) | | | 2023 | $19,800 | $3,564 | $23,364 | | Rebecca A. Jennings | 2024 | $19,622 | $2,322 | $21,944 | | | 2023 | $7,358 | $1,242 | $8,600 | | David B. Thomas | 2024 | $17,725 | $6,858 | $24,583 | | | 2023 | $15,331 | $6,858 | $22,189 |

  20. 2024 Summary Compensation Table

    | (4) Ms. Garrett was hired effective September 8, 2020. Her annual base salary was set at $550,000 and increased to $600,000 on April 1, 2022. Ms. Garrett’s salary was not increased in 2023, 2024, or 2025. | | (5) The amount reported herein as “All Other Compensation” for 2024 differs immaterially from the amount previously reported in the 2024 Form 10-K. As a result of a $7,500 increase in the reported “All Other Compensation,” the 2024 total compensation reported for Ms. Garrett increased from $1,461,964 to $1,469,464. | | (6) Mr. Rideout was hired effective October 20, 2020. His annual base salary was set at $375,000 and increased to $425,000 on April 1, 2022. Mr. Rideout’s salary was not increased in 2023, 2024, or 2025. | | (7) The amount reported herein as “All Other Compensation” for 2024 differs immaterially from the amount previously reported in the 2024 Form 10-K. As a result of a $205 increase in the reported “All Other Compensation,” the 2024 total compensation reported for Mr. Rideout increased from $1,006,858 to $1,007,063. | | (8) Ms. Jennings was hired effective October 24, 2022. Her annual salary was set at $300,000 and increased to $315,000 on May 23, 2023. Ms. Jennings’ salary was not increased in 2024 or 2025. | | (9) Mr. Thomas was hired effective December 28, 2020. His annual salary was $240,000 and increased to $260,000 on April 1, 2022, and increased to $275,000 on April 1, 2023. Mr. Thomas’s salary was increased to $300,000 on April 1, 2024. |

  21. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes information for each NEO with respect to outstanding equity awards and the value of such awards as of December 31, 2024.

  22. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Number of Shares or Units of Stock that Have Not Yet Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Diane R. Garrett, Ph.D. | 28,532 | 63,056 | - | - | | | 66,667 | 147,334 | | | | | 60,000 | 132,600 | - | - | | Stanton K. Rideout | 15,157 | 33,497 | - | - | | | 33,334 | 73,668 | | | | | 50,000 | 110,500 | - | - | | Rebecca A. Jennings | 30,000 | 66,300 | - | - | | | 26,667 | 58,934 | - | - | | | 40,000 | 88,400 | - | - | | David B. Thomas | 6,181 | 13,660 | - | - | | | 15,334 | 33,888 | - | - | | | 40,000 | 88,400 | - | - |

  23. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The vesting schedules for the time-based RSUs for each NEO is as follows: |

  24. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | RSU Grant Amount | Grant Date | Vesting Schedule | | Diane R. Garrett, Ph.D. | 28532 | 6/2/2022 | See footnote (1) | | | 66667 | 4/18/2023 | See footnote (2) | | | 60000 | 5/23/2024 | See footnote (3) | | Stanton K. Rideout | 2,686 | 3/2/2021 | 100% vesting on October 20, 2024 | | | 3,298 | 10/20/2020 | See footnote(1) | | | 44,580 | 6/2/2022 | See footnote(2) | | | 50,000 | 4/18/2023 | See footnote(3) |

  25. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on June 2, 2023, the second tranche vesting on June 2, 2024, and the third tranche vesting on June 2, 2025. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. | | (2) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on April 18, 2024, the second tranche vesting on April 18, 2025, and the third tranche vesting on April 18, 2026. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. | | (3) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche scheduled to vest on May 23, 2025; the second tranche vested on May 23, 2026, and the remaining tranche vested on May 23, 2027. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. | | (4) Subject to the reporting person’s continued employment with the Company, the RSUs will vest on October 24, 2026. |

  26. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the compensation actually paid to our NEOs and certain measures of Company performance. The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our other Named Executive Officers are referred to as our “Non-PEO NEOs”. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Philosophy and Objectives”.

  27. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income (Loss) (in thousands) | | 2024 | $1,461,964 | $1,432,196 | $776,612 | $738,216 | $35.99 | $(60,896) | | 2023 | $1,586,412 | $1,061,255 | $979,314 | $714,214 | $39.90 | $(55,024) | | 2022 | $2,350,885 | $1,634,024 | $1,395,112 | $983,327 | $86.64 | $(60,828) |

  28. Pay Versus Performance

    | (1) The PEO and other NEOs for the indicated years were as follows: |

  29. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Diane R. Garrett, Ph.D. | Stanton K. Rideout, Rebecca Jennings, David B. Thomas | | 2023 | Diane R. Garrett, Ph.D. | Stanton K. Rideout | | 2022 | Diane R. Garrett, Ph.D. | Stanton K. Rideout |

  30. Pay Versus Performance

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  31. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

  32. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    | Year | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $1,461,964 | 1,586,412 | 2,350,885 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(200,400) | (500,900) | (1,200,000) | | (Minus): Change in Pension Value | $0 | 0 | | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | 0 | | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $132,600 | 245,000 | 446,517 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(22,848) | (204,105) | (17,263) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | 0 | 0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $60,880 | (65,152) | 53,886 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | 0 | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | 0 | 0 | | Compensation Actually Paid | $1,432,196 | 1,061,255 | 1,634,024 |

  33. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

  34. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    | Year | 2024 | 2023 | 2022 | | Summary Compensation Table Total | $776,612 | 979,314 | 1,395,112 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(144,733) | (250,450) | (637,500) | | (Minus): Change in Pension Value | $0 | 0 | 0 | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | 0 | 0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $95,767 | 122,500 | 237,210 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(10,134) | (102,934) | (7,541) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | 0 | 0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $20,705 | (34,216) | (3,954) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | 0 | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | 0 | 0 | | Compensation Actually Paid | $738,216 | 714,214 | 983,327 |

  35. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.