Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and the financial performance of our company.
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Summary
Compensation
Table Total
for PEO (1) |
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Compensation
Actually Paid
to PEO (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs (3), (4) |
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Average Compensation Actually Paid to Non-PEO NEOs (5) |
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Value of Initial Fixed
$100 Investment
Based on: Total
Shareholder Return
(6) |
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|
2024 |
|
$ |
4,912,011 |
|
|
$ |
3,970,565 |
|
|
$ |
1,872,208 |
|
|
$ |
1,261,216 |
|
|
$ |
65 |
|
|
$ |
(95,881 |
) |
2023 |
|
$ |
3,759,723 |
|
|
$ |
5,656,943 |
|
|
$ |
2,091,817 |
|
|
$ |
2,355,922 |
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|
$ |
303 |
|
|
$ |
(54,698 |
) |
2022 |
|
$ |
2,195,542 |
|
|
$ |
2,506,972 |
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|
$ |
876,409 |
|
|
$ |
656,826 |
|
|
$ |
125 |
|
|
$ |
(38,150 |
) |
| (1) |
Reflects the total compensation reported for Mr. Pauls, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. |
| (2) |
Reflects the “compensation actually paid” to Mr. Pauls, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Pauls during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Pauls’ total compensation as reported in the Summary Compensation Table to determine the “compensation actually paid”: |
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Summary
Compensation
Table Total |
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|
Deductions
for Reported
Grant Date
Fair Value of
Equity
Awards (A) |
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|
Equity Award
Adjustments (B) |
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|
Compensation
Actually Paid |
|
2024 |
|
$ |
4,912,011 |
|
|
$ |
(3,933,011 |
) |
|
$ |
2,991,565 |
|
|
$ |
3,970,565 |
|
2023 |
|
$ |
3,759,723 |
|
|
$ |
(2,789,723 |
) |
|
$ |
4,686,943 |
|
|
$ |
5,656,943 |
|
2022 |
|
$ |
2,195,542 |
|
|
$ |
(1,301,005 |
) |
|
$ |
1,612,435 |
|
|
$ |
2,506,972 |
|
| |
(A) |
Reflects the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| |
(B) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total |
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compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year |
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|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years |
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|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year |
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|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
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Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year |
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Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation) |
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|
Total Equity
Award
Adjustments |
|
2024 |
|
$ |
3,821,011 |
|
|
$ |
1,171,337 |
|
|
|
— |
|
|
$ |
(59,711 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
2,991,565 |
|
2023 |
|
$ |
3,689,446 |
|
|
$ |
1,100,239 |
|
|
|
— |
|
|
$ |
(102,741 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
4,686,943 |
|
2022 |
|
$ |
1,343,676 |
|
|
$ |
239,841 |
|
|
|
— |
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|
$ |
28,919 |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,612,435 |
|
| (3) |
The NEOs included for purposes of calculating the average amounts in each applicable year are: | 2024: Mr. Lutz and Mr. Lowrance 2023: Mr. Lutz and Mr. Lowrance 2022: Dr. Pratt and Mr. Lowrance
| (4) |
Reflects the total compensation reported for the average of the amounts reported for our NEOs as a group (excluding Mr. Pauls) in the “Total” column of the Summary Compensation Table. |
| (5) |
Reflects the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Pauls), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Pauls) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Pauls) total compensation as reported in the Summary Compensation Table to determine the “compensation actually paid,” using the same methodology described above in Note 2: |
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Average Reported Summary Compensation Table Total for Non-PEO NEOs |
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Deductions
for Average
Reported
Grant Date
Fair Value
of Equity
Awards |
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Average Equity
Award
Adjustments (A) |
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Average Compensation Actually Paid to Non-PEO NEOs |
|
2024 |
|
$ |
1,872,208 |
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|
$ |
(1,199,337 |
) |
|
$ |
588,345 |
|
|
$ |
1,261,216 |
|
2023 |
|
$ |
2,091,817 |
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|
$ |
(1,396,343 |
) |
|
$ |
1,660,447 |
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|
$ |
2,355,922 |
|
2022 |
|
$ |
876,409 |
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|
$ |
(523,589 |
) |
|
$ |
304,006 |
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|
$ |
656,826 |
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(A) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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Average
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year |
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Year over
Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years |
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|
Average
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year |
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|
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
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|
Average
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the
Year |
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|
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation) |
|
|
Total
Average
Equity
Award
Adjustments |
|
2024 |
|
$ |
1,171,337 |
|
|
$ |
(202,279 |
) |
|
|
— |
|
|
$ |
(380,714 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
588,345 |
|
2023 |
|
$ |
1,833,235 |
|
|
$ |
170,259 |
|
|
|
— |
|
|
$ |
(343,046 |
) |
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|
— |
|
|
|
— |
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|
$ |
1,660,447 |
|
2022 |
|
$ |
556,797 |
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|
$ |
33,719 |
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|
|
— |
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|
$ |
(286,510 |
) |
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— |
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— |
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|
$ |
304,006 |
|
| (6) |
Total shareholder return is calculated by dividing the sum of the amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2022, 2023 or 2024. |
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| Named Executive Officers, Footnote |
| (3) |
The NEOs included for purposes of calculating the average amounts in each applicable year are: | 2024: Mr. Lutz and Mr. Lowrance 2023: Mr. Lutz and Mr. Lowrance 2022: Dr. Pratt and Mr. Lowrance
| (4) |
Reflects the total compensation reported for the average of the amounts reported for our NEOs as a group (excluding Mr. Pauls) in the “Total” column of the Summary Compensation Table. |
|
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|
| PEO Total Compensation Amount |
$ 4,912,011
|
$ 3,759,723
|
$ 2,195,542
|
| PEO Actually Paid Compensation Amount |
$ 3,970,565
|
5,656,943
|
2,506,972
|
| Adjustment To PEO Compensation, Footnote |
| (2) |
Reflects the “compensation actually paid” to Mr. Pauls, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Pauls during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Pauls’ total compensation as reported in the Summary Compensation Table to determine the “compensation actually paid”: |
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|
Summary
Compensation
Table Total |
|
|
Deductions
for Reported
Grant Date
Fair Value of
Equity
Awards (A) |
|
|
Equity Award
Adjustments (B) |
|
|
Compensation
Actually Paid |
|
2024 |
|
$ |
4,912,011 |
|
|
$ |
(3,933,011 |
) |
|
$ |
2,991,565 |
|
|
$ |
3,970,565 |
|
2023 |
|
$ |
3,759,723 |
|
|
$ |
(2,789,723 |
) |
|
$ |
4,686,943 |
|
|
$ |
5,656,943 |
|
2022 |
|
$ |
2,195,542 |
|
|
$ |
(1,301,005 |
) |
|
$ |
1,612,435 |
|
|
$ |
2,506,972 |
|
| |
(A) |
Reflects the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
| |
(B) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total |
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compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
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|
|
Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year |
|
|
Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years |
|
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year |
|
|
Year over Year
Change in Fair
Value of
Equity Awards
Granted in
Prior Years
that Vested in
the Year |
|
|
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year |
|
|
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation) |
|
|
Total Equity
Award
Adjustments |
|
2024 |
|
$ |
3,821,011 |
|
|
$ |
1,171,337 |
|
|
|
— |
|
|
$ |
(59,711 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
2,991,565 |
|
2023 |
|
$ |
3,689,446 |
|
|
$ |
1,100,239 |
|
|
|
— |
|
|
$ |
(102,741 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
4,686,943 |
|
2022 |
|
$ |
1,343,676 |
|
|
$ |
239,841 |
|
|
|
— |
|
|
$ |
28,919 |
|
|
|
— |
|
|
|
— |
|
|
$ |
1,612,435 |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,872,208
|
2,091,817
|
876,409
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,261,216
|
2,355,922
|
656,826
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (5) |
Reflects the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Pauls), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Pauls) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Pauls) total compensation as reported in the Summary Compensation Table to determine the “compensation actually paid,” using the same methodology described above in Note 2: |
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|
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|
|
Average Reported Summary Compensation Table Total for Non-PEO NEOs |
|
|
Deductions
for Average
Reported
Grant Date
Fair Value
of Equity
Awards |
|
|
Average Equity
Award
Adjustments (A) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
2024 |
|
$ |
1,872,208 |
|
|
$ |
(1,199,337 |
) |
|
$ |
588,345 |
|
|
$ |
1,261,216 |
|
2023 |
|
$ |
2,091,817 |
|
|
$ |
(1,396,343 |
) |
|
$ |
1,660,447 |
|
|
$ |
2,355,922 |
|
2022 |
|
$ |
876,409 |
|
|
$ |
(523,589 |
) |
|
$ |
304,006 |
|
|
$ |
656,826 |
|
| |
(A) |
The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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|
|
|
Average
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year |
|
|
Year over
Year
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years |
|
|
Average
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year |
|
|
Year over
Year
Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year |
|
|
Average
Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the
Year |
|
|
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation) |
|
|
Total
Average
Equity
Award
Adjustments |
|
2024 |
|
$ |
1,171,337 |
|
|
$ |
(202,279 |
) |
|
|
— |
|
|
$ |
(380,714 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
588,345 |
|
2023 |
|
$ |
1,833,235 |
|
|
$ |
170,259 |
|
|
|
— |
|
|
$ |
(343,046 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
1,660,447 |
|
2022 |
|
$ |
556,797 |
|
|
$ |
33,719 |
|
|
|
— |
|
|
$ |
(286,510 |
) |
|
|
— |
|
|
|
— |
|
|
$ |
304,006 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
| Total Shareholder Return Amount |
$ 65
|
303
|
125
|
| Net Income (Loss) |
$ (95,881,000)
|
$ (54,698,000)
|
$ (38,150,000)
|
| PEO Name |
Mr. Pauls
|
Mr. Pauls
|
Mr. Pauls
|
| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ (3,933,011)
|
$ (2,789,723)
|
$ (1,301,005)
|
| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,991,565
|
4,686,943
|
1,612,435
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,821,011
|
3,689,446
|
1,343,676
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
1,171,337
|
1,100,239
|
239,841
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(59,711)
|
(102,741)
|
28,919
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,199,337)
|
(1,396,343)
|
(523,589)
|
| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
588,345
|
1,660,447
|
304,006
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
1,171,337
|
1,833,235
|
556,797
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(202,279)
|
170,259
|
33,719
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(380,714)
|
(343,046)
|
(286,510)
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
