DEF 14A of Tonix Pharmaceuticals Holding Corp.
Filed Mar 31, 2025 · FY20240001999371-25-003527
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Information about the Nominees
Information about the Nominees At the Annual Meeting, the shareholders will elect eight directors to serve until the next annual meeting of shareholders or until their respective successors are elected and qualified. In the event any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board may be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that any of the persons named below will be unable or unwilling to serve as a nominee or as a director if elected. Assuming a quorum is present, the eight nominees receiving the highest number of affirmative votes of shares entitled to be voted for them will be elected as directors of the Company for the ensuing year. Unless marked otherwise, proxies received will be voted “FOR” the election of each of the eight nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of as many of the nominees listed below as possible, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. All of the director nominees currently serve as directors.
Information about the Nominees
| NAME | AGE | CURRENT POSITION | | Seth Lederman | 67 | President, CEO and Chairman of the Board of Directors | | Richard Bagger | 65 | Director | | Margaret Smith Bell | 65 | Director | | David Grange | 77 | Director | | Newcomb Stillwell | 68 | Director | | Adeoye Olukotun | 80 | Director | | Carolyn Taylor | 65 | Director | | James Treco | 69 | Lead Director |
Information about the Nominees
The following information with respect to the principal occupation or employment of each nominee for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominee’s business experience during the past five years, as well as the specific experiences, qualifications, attributes and skills that have led the Board to determine that such Board members should serve on our Board, has been furnished to the Company by the respective director nominees: Seth Lederman, MD became our President, Chief Executive Officer, Chairman of the Board and a Director in October 2011. Dr. Lederman founded Tonix Pharmaceuticals, Inc., a wholly-owned subsidiary of us (“Tonix Sub”) in 2007 and has acted as its Chairman of the Board of Directors since its inception and as President since 2010. Dr. Lederman is an inventor on key patents and patent applications underlying our programs including: TNX-102 SL’s eutectic composition; and TNX-102 SL’s pharmacokinetic profile and related therapeutic properties. Dr. Lederman served as an Associate Professor at Columbia University, between 1996 and 2017. As an Assistant Professor at Columbia, Dr. Lederman discovered and characterized the CD40-ligand, or CD154 and invented therapeutic candidates to treat autoimmune diseases and transplant rejection. TNX-1500 is a monoclonal antibody directed against CD154 invented by Dr. Lederman. Dr. Lederman was a Manager of L&L Technologies LLC, or L&L, from 1996 to March 2025. In addition, Dr. Lederman has been the Managing Member of Seth Lederman Co, LLC since 2007 and was the Managing Member of Lederman & Co, LLC, or Lederman & Co, from 2002 to March 2025, both of which are biopharmaceutical consulting and investing companies. Dr. Lederman has also been the Managing Member of Targent Pharmaceuticals, LLC, or Targent, since 2000, and was a Managing Member of Plumbline LLC from 2002 to March 2025. Targent was a founder of Targent Pharmaceuticals Inc. on which Board of Directors Dr. Lederman served from inception in 2001 until the sale of its assets to Spectrum Pharmaceuticals Inc. in 2006. Between January 2007 and November 2008, Dr. Lederman was a Managing Partner of Konanda Pharma Partners, LLC, a Director of Konanda Pharma Fund I, LP, and a Managing Partner of Konanda General Partner, LLC, which were related private growth equity fund entities. As well, between 2007 and 2008, Dr. Lederman was Chairman of Validus Pharmaceuticals, Inc. and Fontus Pharmaceuticals, Inc., which were portfolio companies of the Konanda private growth equity funds. Since 2011, Dr. Lederman has served as CEO and Chairman of Leder Laboratories Inc., or Leder Labs, and Starling Pharmaceuticals Inc., or Starling, which are biopharmaceutical development companies. Dr. Lederman was the chairman of Leder Laboratories, Ltd., a wholly-owned subsidiary of Leder Laboratories Inc., between 2013 and 2018, when the entity was dissolved. In 2015, Dr. Lederman served as a member of the US – Japan Business Council. Between 2006 and 2011, Dr. Lederman was a director of Research Corporation, a New York-based non-profit organization. Dr. Lederman received his BA degree in Chemistry from Princeton University in 1979 and his MD from Columbia University in 1983. Dr. Lederman’s significant experience with our patent portfolio and his experience as an entrepreneur, seed capital investor, fund manager, and director of start-up biopharmaceutical companies were instrumental in his selection as a member of the Board. Richard Bagger became a Director in June 2020. Mr. Bagger has been a Partner and Executive Director of Christie 55 Solutions, LLC, a New Jersey based consulting firm, since January 2020. Mr. Bagger has also been an Adjunct Faculty member at the Rutgers University since 2018. From 2012 through 2019, Mr. Bagger was Executive Vice President of Corporate Affairs and Market Access for Celgene Corporation (NASDAQ: CELG), a global biopharmaceutical company, as well as a member of its Executive Committee. From 1993 to 2010, Mr. Bagger held roles of increasing responsibility with Pfizer Inc. (NYSE: PFE), a global pharmaceutical company, and served as Senior Vice President, Worldwide Public Affairs and Policy, from 2006 to 2009. Prior to joining Pfizer, Mr. Bagger was Assistant General Counsel of Blue Cross and Blue Shield of New Jersey, a health insurer, and practiced law with the law firm of McCarter & English. Mr. Bagger served as Board Chair of the National Pharmaceutical Council for 2019 and is a member of the Board of Directors of the U.S. Chamber of Commerce. He is also on the advisory board for the Lerner Center for the Study of Pharmaceutical Management Issues at Rutgers University Business School. Mr. Bagger received an A.B. degree from Princeton University’s School of Public and International Affairs and a J.D. degree from Rutgers University Law School. Mr. Bagger’s extensive healthcare and public policy experience were instrumental in his selection as a member of the Board. Margaret Smith Bell became a Director in September 2017. Previously, Ms. Bell was a Vice President at Standard Life Investments where she was a portfolio manager and health care equity analyst. Ms. Bell was also a Managing Director at Putnam Investments and served as a senior health care analyst and a portfolio manager of the Putnam Health Sciences Trust. Ms. Bell was an analyst and vice president at State Street Research and a research analyst at Alex. Brown & Sons, Inc. Ms. Bell is a past member of the Board of Overseers at Beth Israel Deaconess Medical Center. Ms. Bell holds a B.A. from Wesleyan University and an M.B.A. from the Wharton School at the University of Pennsylvania. Ms. Bell’s extensive healthcare and investment banking experience were instrumental in her selection as a member of the Board. Major General David Grange (U.S. Army, retired) became a director in February 2018. MG Grange has been President and founder of Osprey Global Solutions, LLC (“OGS”), a Service Disabled Veterans Organization, since 2011. MG Grange was Chief Executive Officer of Pharm-Olam International, Ltd. (“Pharm-Olam”), a contract research organization, from April 2017 to October 2019. MG Grange served 30 years in the U.S. Army as a Ranger, Green Beret, Aviator, Infantryman and a member of special operating units. At the Pentagon, he was Director of Army Current Operations, Readiness, and Mobilization.MG Grange commanded the Ranger Regiment and the First Infantry Division (the Big Red One). MG Grange holds a master’s degree in Public Service from Western Kentucky University. MG Grange’s extensive experience in the pharmaceutical industry and service with the U.S. military was instrumental in his selection as a member of our Board.
Information about the Nominees
Adeoye Olukotun, MD became a Director in September 2018. Dr. Olukotun is a board member of Arrowhead Pharmaceuticals (ARWR), a publicly traded biopharmaceutical company. Dr. Olukotun has been the Chief Executive Officer of CR Strategies, LLC, a medical products consulting company, since 2000. Dr. Olukotun was the Chief Executive Officer of Genesis Unicorn Corporation, a special acquisition company listed on Nasdaq (GENQU) that became Genesis Unicorn Capital Corp. (GENQ), and later became ESGL Holdings Ltd trading on Nasdaq (ESGL). Dr. Olukoton was the Chief Executive Officer of EpiGen Pharmaceuticals, Inc., a pharmaceutical company, from 2014 to January of 2018. Dr. Olukotun served as Vice Chairman of CardoVax, Inc., a pharmaceutical company, from 2012 to 2016, and as its Chief Executive Officer from 2006 to 2012. He is also co-founder of VIA Pharmaceuticals, Inc., a pharmaceutical company, and served as the company’s Chief Medical Officer from 2004 to 2008. Dr. Olukotun is a member of the board of directors of Arrowhead Pharmaceuticals. Dr. Olukotun’s extensive medical background and experience in the pharmaceutical industry was instrumental in his selection as a member of our Board. R. Newcomb Stillwell became a director in March 2023. Mr. Stillwell has held positions of varying responsibility at the law firm of Ropes & Gray LLP from 1984 to 2021, including, most recently, as co-managing partner of the Ropes & Gray Boston office. Mr. Stillwell graduated from Harvard Law School and earned an A.B. from Princeton University. Mr. Stillwell’s extensive advisory experience on numerous transactions in the life science and healthcare sectors was instrumental in his selection as a member of the Board. Carolyn Taylor became a Director in July 2021. Ms. Taylor was general counsel of Strike Protocols Inc., a financial technology company, from 2019 to 2020, and held positions of varying responsibility, including partner, and most recently, of counsel, at the law firm of Covington & Burling LLP from 1989 to 2000 and 2004 to 2015. From 2000 to 2003, Ms. Taylor served as Executive Vice President and General Counsel of Longitude, Inc., a financial services company. Ms. Taylor graduated from Columbia Law School and earned a B.A. from Brown University. Ms. Taylor’s broad transactional experience was instrumental in her selection as a member of the Board. James Treco became a director in February 2019 and has been our Lead Director since March 2020. Mr. Treco continues to be involved with several small clinical research companies operating out of the Hanover, New Hampshire area. Mr. Treco has been a Managing Partner at First Chicago Advisors, Inc., a boutique financial advisory firm where he advised executives and boards of directors of a wide range of companies, from global, large-cap companies to emerging companies, from 2009 to 2012 and from 2014 to 2024. From 2012 to 2013 Mr. Treco was an investment banker with Gleacher & Company, a company that previously operated an investment banking business, providing corporate and institutional clients with strategic and financial advisory services. Mr. Treco held various positions of increasing responsibility at Salomon Brothers/Citigroup from 1984 to 2008, where he used his extensive experience in the global capital markets to advise a wide range of clients. Mr. Treco holds a B.A. from Yale University and an M.B.A. from the Stanford University Graduate School of Business. Mr. Treco’s extensive healthcare and investment banking experience were instrumental in his selection as a member of the Board. Directors serve until the next annual meeting of shareholders or until their successors are elected and qualified. Officers serve at the discretion of the Board.
Interests of Directors and Officers
Interests of Directors and Officers Our directors may grant awards under the Incentive Plan to themselves, as well as our officers, in addition to granting awards to our other employees.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers have substantial interests in the matters set forth in this proposal since equity awards will be granted to directors under the Incentive Plan, and may be granted to executive officers, if this proposal is approved.
Compensation Philosophy and Practices
| ● | Peer group positioning. While the Compensation Committee considers the level of compensation paid by the companies in our peer group as a reference point that provides a framework for its compensation decisions, in order to maintain competitiveness and flexibility, the Compensation Committee does not target compensation at a particular level relative to the peer group; nor does the Compensation Committee employ a formal benchmarking strategy or rely upon specific peer–derived targets. |
Compensation Philosophy and Practices
| ● | No single-trigger cash change in control benefits. We do not provide cash benefits to, or accelerate the vesting of unvested equity grants issued to, our executives upon a change in control, absent an actual termination of employment. |
Summary Compensation Table
Summary Compensation Table The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer, and the three next most highly paid executive officers for fiscal years 2024 and 2023.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Seth Lederman | 2024 | 675,000 | 417,656 | — | 717, 111 | — | — | — | 1,809,767 | | Chief Executive Officer | 2023 | 675,000 | | — | 1,375,065 | — | — | — | 2,050,065 | | Jessica Morris | 2024 | 494,000 | 180,310 | — | 213,431 | — | — | — | 887,741 | | Chief Operations Officer | 2023 | 475,000 | 179,550 | — | 274,049 | — | — | — | 928,599 | | Bradley Saenger | 2024 | 483,600 | 176,514 | — | 189,867 | — | — | — | 849,981 | | Chief Financial Officer | 2023 | 465,000 | 175,770 | — | 264,143 | — | — | — | 904,913 | | Gregory Sullivan | 2024 | 499,200 | 182,208 | — | 241,036 | — | — | — | 922,444 | | Chief Medical Officer | 2023 | 480,000 | 181,440 | — | 290,558 | — | — | — | 951,998 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of options granted in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, “Stock Compensation.” For the relevant assumptions used in determining these amounts, refer to Note 18 to our audited financial statements. |
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table provides information with regard to each grant of plan-based award made to a named executive officer under any plan during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards in Fiscal 2024
| Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Seth Lederman | 2/27/2024 | 410 | 1,177.60 | 398,408 | | | 2/27/2024 | 74 | 1,177.60 | 79,637 | | | 2/27/2024 | 595 | 1,472.00(2) | 637,474 | | Bradley Saenger | 2/27/2024 | 89 | 1,177.60 | 95,435 | | | 2/27/2024 | 89 | 1,472.00(2) | 94,432 | | Jessica Morris | 2/27/2024 | 100 | 1,177.60 | 107,279 | | | 2/27/2024 | 100 | 1,472.00(2) | 106,152 | | Gregory Sullivan | 2/27/2024 | 112 | 1,177.60 | 121,155 | | | 2/27/2024 | 112 | 1,472.00(2) | 119,881 |
Grants of Plan-Based Awards in Fiscal 2024
| (1) Represents the aggregate grant date fair value of options granted in accordance with FASB ASC Topic 718. |
Grants of Plan-Based Awards in Fiscal 2024
| (2) Represents an exercise price at a 125% premium of the closing price of the Company’s common stock on the grant date. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| Name | Number of Securities underlying Unexercised Options (#) Exercisable | Number of Securities underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | | Seth Lederman | 1 | — | $3,808,000,000.00 | 2/25/2025 | | | 1 | — | $3,808,000,000.00 | 2/25/2025 | | | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 4 | — | $492,800.00 | 5/4/2030 | | | 4 | — | $614,400.00 | 5/4/2030 | | | 5 | — | $780,800.00 | 2/23/2031 | | | 5 | — | $979,200.00 | 2/23/2031 | | | 7 | 1(2) | $132,416.00 | 2/15/2032 | | | 2 | 6(2) | $264,800.00 | 2/15/2032 | | | 2 | 6(2) | $396,992.00 | 2/15/2032 | | | 2 | 6(2) | $529,408.00 | 2/15/2032 | | | 22 | 13(3) | $14,624.00 | 2/23/2033 | | | 22 | 13(3) | $18,272.00 | 2/23/2033 | | | 410 | —(4) | $1,177.60 | 2/27/2034 | | | — | 74(5) | $1,177.60 | 2/27/2034 | | | — | 595(5) | $1,472.00 | 2/27/2034 | | Jessica Morris | 1 | — | $3,808,000,000.00 | 2/25/2025 | | | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 1 | — | $780,800.00 | 2/23/2031 | | | 1 | — | $979,200.00 | 2/23/2031 | | | 1 | 1(2) | $132,416.00 | 2/15/2032 | | | 1 | 1(2) | $264,800.00 | 2/15/2032 | | | 1 | 1(2) | $396,992.00 | 2/15/2032 | | | 1 | 1(2) | $529,408.00 | 2/15/2032 | | | 7 | 4(3) | $14,624.00 | 2/23/2033 | | | 7 | 4(3) | $18,272.00 | 2/23/2033 | | | — | 100(5) | $1,177.60 | 2/27/2034 | | | — | 100(5) | $1,472.00 | 2/27/2034 | | Bradley Saenger | 1 | — | $3,808,000,000.00 | 2/25/2025 | | | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $1,548,800,000.00 | 5/27/2026 | | | 1 | — | $1,548,800,000.00 | 5/27/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 1 | — | $780,800.00 | 2/23/2031 | | | 1 | — | $979,200.00 | 2/23/2031 | | | 1 | 1(2) | $132,416.00 | 2/15/2032 | | | 1 | 1(2) | $264,800.00 | 2/15/2032 | | | 1 | 1(2) | $396,992.00 | 2/15/2032 | | | 1 | 1(2) | $529,408.00 | 2/15/2032 | | | 7 | 3(3) | $14,624.00 | 2/23/2033 | | | 7 | 3(3) | $18,272.00 | 2/23/2033 | | | — | 89(5) | $1,177.60 | 2/27/2034 | | | — | 89(5) | $1,472.00 | 2/27/2034 | | Gregory Sullivan | 1 | — | $3,808,000,000.00 | 2/25/2025 | | | 1 | — | $3,219,200,000.00 | 2/9/2026 | | | — | 1(1) | $3,219,200,000.00 | 2/9/2026 | | | 1 | — | $352,000,000.00 | 3/1/2027 | | | 1 | — | $217,600,000.00 | 2/13/2028 | | | 1 | — | $272,000,000.00 | 2/13/2028 | | | 1 | — | $12,096,000.00 | 2/26/2029 | | | 1 | — | $15,104,000.00 | 2/26/2029 | | | 1 | — | $13,120,000.00 | 5/6/2029 | | | 1 | — | $16,384,000.00 | 5/6/2029 | | | 1 | — | $256,000.00 | 2/25/2030 | | | 1 | — | $320,000.00 | 2/25/2030 | | | 1 | — | $492,800.00 | 5/4/2030 | | | 1 | — | $614,400.00 | 5/4/2030 | | | 2 | — | $780,800.00 | 2/23/2031 | | | 2 | — | $979,200.00 | 2/23/2031 | | | 1 | 1(2) | $132,416.00 | 2/15/2032 | | | 1 | 1(2) | $264,800.00 | 2/15/2032 | | | 1 | 1(2) | $396,992.00 | 2/15/2032 | | | 1 | 1(2) | $529,408.00 | 2/15/2032 | | | 7 | 4(3) | $14,624.00 | 2/23/2033 | | | 7 | 4(3) | $18,272.00 | 2/23/2033 | | | — | 112(5) | $1,177.60 | 2/27/2034 | | | — | 112(5) | $1,472.00 | 2/27/2034 |
Outstanding Equity Awards at December 31, 2024
| (1) The shares subject to this stock option vest 1/3rd upon the date(s) that certain stock price goals are achieved. The stock price goals are such date(s) when the Company’s common stock has an average closing sales price equal to or exceeding each of $3,840,000,000.00, $4,480,000,000.00 and $5,120,000,000.00 per share for 20 consecutive trading days, subject to a one year minimum service period prior to vesting. |
Outstanding Equity Awards at December 31, 2024
| (2) The shares subject to this stock option vested as to 10% of the shares on February 15, 2023, 10% of the shares on February 15, 2024, 40% of the shares on February 15, 2025 and 40% of the shares on February 15, 2026. |
Outstanding Equity Awards at December 31, 2024
| (3) The shares subject to this stock option vested as to 1/3 of the shares on February 23, 2024, with the remaining shares vesting on an equal monthly basis over the following 24 months. |
Outstanding Equity Awards at December 31, 2024
| (4) The shares subject to this stock option were in lieu of a cash award, Dr. Lederman’s bonus shall be paid in the form of a stock option award granted pursuant to the Incentive Plan, with 100% of such options vesting on the six-month anniversary of issuance, expiring 10 years from date of issuance and having an exercise price per share equal to the closing price of the Company’s common stock on February 27, 2024. | | (5) The shares subject to this stock option vested as to 1/3 of the shares on February 23, 2025, with the remaining shares vesting on an equal monthly basis over the following 24 months. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested No options were exercised by any of the named executive officers and no named executive officers held restricted stock units during the fiscal year ended December 31, 2024.
Directors Compensation Table
Directors Compensation Table Each of our non-employee directors, other than the lead director, receives an annual cash retainer of $55,000; the retainer for the lead director is $75,000. In addition, during 2024, each of our non-employee directors received stock options to purchase shares of our common stock valued at $16,499 as determined by the Black Scholes method on the date of grant, which vest on the next annual meeting of shareholders. The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2024 for services to our Company.
Directors Compensation Table
| Name | Cash Compensation ($) | Option Awards ($)(1) | Total ($) | | Richard Bagger | $55,000 | $16,499(2) | $71,499 | | Margaret Smith Bell | $55,000 | $16,499(2) | $71,499 | | David Grange | $55,000 | $16,499(2) | $71,499 | | Adeoye Olukotun | $55,000 | $16,499(2) | $71,499 | | Newcomb Stillwell | $55,000 | $16,499(2) | $71,499 | | Carolyn Taylor | $55,000 | $16,499(2) | $71,499 | | James Treco (3) | $75,000 | $16,499(2) | $91,499 | | Total: | $405,000 | $115,493 | $520,493 |
Directors Compensation Table
| (1) Represents the aggregate grant date fair value of stock options granted in accordance with FASB ASC Topic 718. For the relevant assumptions used in determining these amounts, refer to Note 14 to our audited financial statements. These amounts do not necessarily correspond to the actual value that may be recognized from the stock option grant. | | (2) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2024 held by the director was 33. | | (3) Mr. Treco received additional cash compensation for serving as lead director. |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for PEO(1); ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR ($) | Net Income ($ Millions) | | 2024 | 1,809,077 | 1,055,851 | 886,722 | 658,787 | 0.01 | (130) | | 2023 | 2,050,065 | 647,036 | 928,503 | 652,376 | 0.56 | (117) | | 2022 | 4,580,167 | (711,460) | 1,368,768 | 246,593 | 3.41 | (110) |
PAY VERSUS PERFORMANCE DISCLOSURE
| 1. | Seth Lederman was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
PAY VERSUS PERFORMANCE DISCLOSURE
| 2022 - 2024 | | Gregory Sullivan | | Bradley Saenger | | Jessica Morris |
PAY VERSUS PERFORMANCE DISCLOSURE
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. |
PAY VERSUS PERFORMANCE DISCLOSURE
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for Seth Lederman ($) | Exclusion of Option Awards for Seth Lederman ($) | Inclusion of Equity Values for Seth Lederman ($) | Compensation Actually Paid to Seth Lederman ($) | | 2024 | 1,809,077 | (717,111) | (36,115) | 1,055,851 | | 2023 | 2,050,065 | (1,375,065) | (27,964) | 647,036 | | 2022 | 4,580,167 | (3,550,167) | (1,741,460) | (711,460) |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 886,722 | (214,778) | (13,157) | 658,787 | | 2023 | 928,503 | (276,250) | 123 | 652,376 | | 2022 | 1,368,768 | (769,203) | (352,972) | 246,593 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Seth Lederman ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Seth Lederman ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Seth Lederman ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Seth Lederman ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Seth Lederman ($) | Total - Inclusion of Equity Values for Seth Lederman ($) | | 2024 | 18,433 | (42,296) | 12,141 | (24,392) | 0 | (36,115) | | 2023 | 75,500 | (144,067) | 0 | 40,603 | 0 | (27,964) | | 2022 | 180,667 | (871,947) | 0 | (1,050,180) | 0 | (1,741,460) |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 5,531 | (11,544) | 0 | (7,145) | 0 | (13,157) | | 2023 | 22,560 | (31,186) | 0 | 8,749 | 0 | 123 | | 2022 | 38,654 | (177,362) | 0 | (214,264) | 0 | (352,972) |
PAY VERSUS PERFORMANCE DISCLOSURE
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.