INVITAE CORP, DEF 14A filed on 4/19/2023
Proxy Statement (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name INVITAE CORP
Entity Central Index Key 0001501134
v3.23.1
Pay vs Performance Disclosure
 12 Months Ended 36 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2022
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]      

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below includes information to demonstrate the relationship between NEO compensation and certain financial performance measures for fiscal years 2020, 2021 and 2022. In the tables and charts below, we have selected the S&P 500 Healthcare Index as our peer group comparison for total shareholder return. This is the index we use for purposes of Rule 201(e)(1)(ii) of Regulation S-K.

 

For additional information about our performance-based pay philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis beginning on page 21.

 

                                   Value of Initial Fixed
$100 Investment
Based On:		          
Year   Summary
Compensation
Table Total
for PEO
($)(a)		   Compensation
Actually
Paid to PEO
($)(b)		   Average
Summary
Compensation
Table Total
for non-PEO
Named
Executive
Officers
($)(a)(c)		   Average
Compensation
Actually Paid
to non-PEO
Named
Executive
Officers
($)(b)		   Company
Total
Shareholder
Return
($)		   S&P 500
Healthcare
Index Total
Shareholder
Return
($)(d)		   Net Loss
($ in millions)		   Cash Burn
($ in millions)(e)
    George:   Knight:   George:   Knight:                        
2022   1,656,403   4,949,252   (4,658,333)   314,557   2,529,338   (378,752)   11.53   133.44   602.2   509.6
2021   8,828,254   (3,925,307)   3,494,722   (1,336,005)   94.67   138.35   379   849.2
2020   3,881,365   17,612,219   3,798,621   8,812,173   259.21   111.43   3100   693.7
(a) The dollar amounts reported are the total compensation reported for each fiscal year in the “Total” column of the Summary Compensation Table.
(b) The dollar amounts reported in column (b) represent the amount of “compensation actually paid” 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our CEO’s total compensation for each year to determine the compensation actually paid:
   
  Year   Reported
Summary Compensation
Table Total for PEO
($)		   Reported
Value of Equity Awards(1)
($)		   Equity
Award Adjustments(2)
($)		   Compensation Actually Paid
to PEO ($)
  2022 (George)   1,656,403   –   (6,314,736)   (4,658,333)
  2022 (Knight)   4,949,252   (3,551,300)   (1,083,395)   314,557
  2021   8,828,254   (8,328,101)   (4,425,460)   (3,925,307)
  2020   3,881,365   (3,430,020)   17,160,874   17,612,219
  (1) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

  (2) The amounts deducted or added in calculating the total average equity award adjustments for our PEOs are as follows:

 

  Year    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
($)
  2022 (George)   –   (599,883)   40,690   (3,419,670)   (2,335,874)   –   (6,314,736)
  2022 (Knight)   1,908,313   (1,716,363)   –   (1,196,017)   (79,328)   –   (1,083,395)
  2021   3,546,295   (6,130,366)   –   (1,723,736)   (117,653)   –   (4,425,460)
  2020   9,012,711   6,294,391   47,908   2,127,303   (321,439)   –   17,160,874

 

  The amounts in the following table represent the average of the amounts deducted and added to our NEOs’ total compensation as a group (excluding the CEO) for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the pay versus performance table:

 

  Year   NEO Names   Average
Reported Summary
Compensation Table
Total for Non-PEO
NEOs
($)		   Average
Reported
Value of Equity Awards
($)		   Average Equity
Award Adjustments(1)
($)		   Average Compensation
Actually Paid to Non-
PEO NEOs
($)
  2022   See footnote (c)   2,529,338   (1,555,725)   (1,352,365)   (378,752)
  2021   See footnote (c)   3,494,722   (2,996,024)   (1,834,703)   (1,336,005)
  2020   See footnote (c)   3,798,621   (3,448,684)   8,462,236   8,812,173
  (1) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
     
  Year    NEO Names    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
($)
  2022   See footnote (c)   478,654   (1,018,532)   –   (733,159)   (79,328)   –   (1,352,365)
  2021   See footnote (c)   1,317,326   (2,349,964)   38,236   (807,338)   (32,963)   –   (1,834,703)
  2020   See footnote (c)   5,769,519   2,095,557   412,384   412,458   (227,681)   –   8,462,236
(c) The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Thomas R. Brida, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; (ii) for 2021, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; and (iii) for 2020, Lee Bendekgey, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight and Katherine A. Stueland.
(d) The peer group used for this purpose is the S&P 500 Healthcare Index, our peer group used for purposes of Item 201(e) of Regulation S-K.
(e) As required by Item 402(v) of Regulation S-K, we have determined that Cash Burn is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to company performance for the most recently completed fiscal year.
Company Selected Measure Name [1]       Cash Burn
Named Executive Officers, Footnote [Text Block]       (c)The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Thomas R. Brida, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; (ii) for 2021, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; and (iii) for 2020, Lee Bendekgey, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight and Katherine A. Stueland.
Peer Group Issuers, Footnote [Text Block]       (d)The peer group used for this purpose is the S&P 500 Healthcare Index, our peer group used for purposes of Item 201(e) of Regulation S-K.
Adjustment To PEO Compensation, Footnote [Text Block]       (b)The dollar amounts reported in column (b) represent the amount of “compensation actually paid” 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our CEO’s total compensation for each year to determine the compensation actually paid:  
  Year   Reported
Summary Compensation
Table Total for PEO
($)		   Reported
Value of Equity Awards(1)
($)		   Equity
Award Adjustments(2)
($)		   Compensation Actually Paid
to PEO ($)
  2022 (George)   1,656,403   –   (6,314,736)   (4,658,333)
  2022 (Knight)   4,949,252   (3,551,300)   (1,083,395)   314,557
  2021   8,828,254   (8,328,101)   (4,425,460)   (3,925,307)
  2020   3,881,365   (3,430,020)   17,160,874   17,612,219
  (1) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

  (2) The amounts deducted or added in calculating the total average equity award adjustments for our PEOs are as follows:

 

  Year    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
($)
  2022 (George)   –   (599,883)   40,690   (3,419,670)   (2,335,874)   –   (6,314,736)
  2022 (Knight)   1,908,313   (1,716,363)   –   (1,196,017)   (79,328)   –   (1,083,395)
  2021   3,546,295   (6,130,366)   –   (1,723,736)   (117,653)   –   (4,425,460)
  2020   9,012,711   6,294,391   47,908   2,127,303   (321,439)   –   17,160,874

 
Non-PEO NEO Average Total Compensation Amount [2],[3] $ 2,529,338 $ 3,494,722 $ 3,798,621  
Non-PEO NEO Average Compensation Actually Paid Amount [4] $ (378,752) (1,336,005) 8,812,173  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]      
  The amounts in the following table represent the average of the amounts deducted and added to our NEOs’ total compensation as a group (excluding the CEO) for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the pay versus performance table:

 

  Year   NEO Names   Average
Reported Summary
Compensation Table
Total for Non-PEO
NEOs
($)		   Average
Reported
Value of Equity Awards
($)		   Average Equity
Award Adjustments(1)
($)		   Average Compensation
Actually Paid to Non-
PEO NEOs
($)
  2022   See footnote (c)   2,529,338   (1,555,725)   (1,352,365)   (378,752)
  2021   See footnote (c)   3,494,722   (2,996,024)   (1,834,703)   (1,336,005)
  2020   See footnote (c)   3,798,621   (3,448,684)   8,462,236   8,812,173
  (1) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
     
  Year    NEO Names    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
($)
  2022   See footnote (c)   478,654   (1,018,532)   –   (733,159)   (79,328)   –   (1,352,365)
  2021   See footnote (c)   1,317,326   (2,349,964)   38,236   (807,338)   (32,963)   –   (1,834,703)
  2020   See footnote (c)   5,769,519   2,095,557   412,384   412,458   (227,681)   –   8,462,236
Compensation Actually Paid vs. Total Shareholder Return [Text Block]      

Comparison of “Compensation Actually Paid” to TSR

 

The chart below demonstrates that the “compensation actually paid” amounts shown for Dr. George and Mr. Knight and average “compensation actually paid” to the other NEOs is aligned with our cumulative TSR over the three years presented in the pay versus performance table. The alignment of compensation actually paid with our cumulative TSR over the period presented reflects that a significant portion of the compensation actually paid to Dr. George and Mr. Knight and to the other NEOs is comprised of equity awards. Moreover, our executive compensation philosophy and design is fundamentally based on a commitment to align pay and performance.

 
Compensation Actually Paid vs. Net Income [Text Block]      

Comparison of “Compensation Actually Paid” to Net Loss

 

The chart below compares the “compensation actually paid” to our net losses over the three years presented in the pay versus performance table.

 
Compensation Actually Paid vs. Company Selected Measure [Text Block]      

Comparison of “Compensation Actually Paid” to Company-Selected Measure (Cash Burn)

 

Our cash burn was $693.7 million in 2020, $849.2 million in 2021 and $509.6 million in 2022. Dr. George’s “compensation actually paid” was approximately $17.6 million, ($3.9 million) and ($4.7 million) in the corresponding years (and Mr. Knight’s was approximately $0.3 million in 2022) and the average “compensation actually paid” to our other NEOs was approximately $8.8 million, ($1.3 million) and ($0.8 million) in each of those years, respectively. While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that cash burn is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to NEOs, for the most recently completed fiscal year, to our performance. We place significant emphasis on decreasing cash burn because it reflects strong performance and operating efficiency in the underlying business, which is imperative for sustained long-term growth. A reconciliation of this non-GAAP financial metric to the closest GAAP equivalent is presented in Annex A.
Total Shareholder Return Vs Peer Group [Text Block]      

Invitae TSR versus Peer Group TSR

 

The graph below shows our cumulative TSR over the three-year period ending with December 31, 2022 as compared to the S&P 500 Healthcare index which is the index used for purposes of our performance graph in our Annual Report on Form 10-K for the year ended December 31, 2022.

 
Tabular List [Table Text Block]

Most Important Performance Measures

 

The performance measures that we use in our executive compensation program are selected based on the objective of incentivizing NEOs to achieve long-term, sustainable growth in stockholder value. As required by Item 402(v) of Regulation S-K, we have identified the following financial performance measures as being the most important in linking actual compensation paid to executives to our performance.

 

Revenue

Cash Burn

Non-GAAP Gross Margin

      
Total Shareholder Return Amount $ 11.53 94.67 259.21  
Peer Group Total Shareholder Return Amount [5] 133.44 138.35 111.43  
Net Income (Loss) $ 602.2 $ 379 $ 3,100  
Company Selected Measure Amount [1] 509.6 849.2 693.7  
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Revenue      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Cash Burn      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Non-GAAP Gross Margin      
PEO 2 [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [2] $ 1,656,403 $ 8,828,254 $ 3,881,365  
PEO Actually Paid Compensation Amount [4] (4,658,333) (3,925,307) 17,612,219  
PEO Name [2]       George
PEO 1 [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [2] 4,949,252      
PEO Actually Paid Compensation Amount [4] $ 314,557      
PEO Name [2] Knight      
Non-PEO NEO [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [6] $ (1,352,365) (1,834,703) 8,462,236  
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,555,725) (2,996,024) (3,448,684)  
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,018,532) (2,349,964) 2,095,557  
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   38,236 412,384  
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (733,159) (807,338) 412,458  
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (79,328) (32,963) (227,681)  
Non-PEO NEO [Member] | Total Net Adjustments For Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,352,365) (1,834,703) 8,462,236  
Non-PEO NEO [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 478,654 1,317,326 5,769,519  
PEO 2 [Member] | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [7] (6,314,736) (4,425,460) 17,160,874  
PEO 2 [Member] | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [8]   (8,328,101) (3,430,020)  
PEO 2 [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (599,883) (6,130,366) 6,294,391  
PEO 2 [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 40,690   47,908  
PEO 2 [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (3,419,670) (1,723,736) 2,127,303  
PEO 2 [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (2,335,874)   (321,439)  
PEO 2 [Member] | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (6,314,736) (4,425,460) 17,160,874  
PEO 2 [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ 3,546,295 $ 9,012,711  
PEO 1 [Member] | Equity Award Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [7] (1,083,395)      
PEO 1 [Member] | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount [8] (3,551,300)      
PEO 1 [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,716,363)      
PEO 1 [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,196,017)      
PEO 1 [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (79,328)      
PEO 1 [Member] | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,083,395)      
PEO 1 [Member] | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 1,908,313      
[1] (e)As required by Item 402(v) of Regulation S-K, we have determined that Cash Burn is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs to company performance for the most recently completed fiscal year.
[2] (a)The dollar amounts reported are the total compensation reported for each fiscal year in the “Total” column of the Summary Compensation Table.
[3] (c)The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Thomas R. Brida, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; (ii) for 2021, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight, Robert L. Nussbaum, MD, and Yafei (Roxi) Wen; and (iii) for 2020, Lee Bendekgey, Thomas R. Brida, Shelly D. Guyer, Kenneth D. Knight and Katherine A. Stueland.
[4] (b)The dollar amounts reported in column (b) represent the amount of “compensation actually paid” 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 during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our CEO’s total compensation for each year to determine the compensation actually paid:  
  Year   Reported
Summary Compensation
Table Total for PEO
($)		   Reported
Value of Equity Awards(1)
($)		   Equity
Award Adjustments(2)
($)		   Compensation Actually Paid
to PEO ($)
  2022 (George)   1,656,403   –   (6,314,736)   (4,658,333)
  2022 (Knight)   4,949,252   (3,551,300)   (1,083,395)   314,557
  2021   8,828,254   (8,328,101)   (4,425,460)   (3,925,307)
  2020   3,881,365   (3,430,020)   17,160,874   17,612,219
  (1) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

  (2) The amounts deducted or added in calculating the total average equity award adjustments for our PEOs are as follows:

 

  Year    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
($)
  2022 (George)   –   (599,883)   40,690   (3,419,670)   (2,335,874)   –   (6,314,736)
  2022 (Knight)   1,908,313   (1,716,363)   –   (1,196,017)   (79,328)   –   (1,083,395)
  2021   3,546,295   (6,130,366)   –   (1,723,736)   (117,653)   –   (4,425,460)
  2020   9,012,711   6,294,391   47,908   2,127,303   (321,439)   –   17,160,874

 

  The amounts in the following table represent the average of the amounts deducted and added to our NEOs’ total compensation as a group (excluding the CEO) for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the pay versus performance table:

 

  Year   NEO Names   Average
Reported Summary
Compensation Table
Total for Non-PEO
NEOs
($)		   Average
Reported
Value of Equity Awards
($)		   Average Equity
Award Adjustments(1)
($)		   Average Compensation
Actually Paid to Non-
PEO NEOs
($)
  2022   See footnote (c)   2,529,338   (1,555,725)   (1,352,365)   (378,752)
  2021   See footnote (c)   3,494,722   (2,996,024)   (1,834,703)   (1,336,005)
  2020   See footnote (c)   3,798,621   (3,448,684)   8,462,236   8,812,173
  (1) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
     
  Year    NEO Names    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
($)
  2022   See footnote (c)   478,654   (1,018,532)   –   (733,159)   (79,328)   –   (1,352,365)
  2021   See footnote (c)   1,317,326   (2,349,964)   38,236   (807,338)   (32,963)   –   (1,834,703)
  2020   See footnote (c)   5,769,519   2,095,557   412,384   412,458   (227,681)   –   8,462,236
[5] (d)The peer group used for this purpose is the S&P 500 Healthcare Index, our peer group used for purposes of Item 201(e) of Regulation S-K.
[6]
  (1) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
     
  Year    NEO Names    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
($)
  2022   See footnote (c)   478,654   (1,018,532)   –   (733,159)   (79,328)   –   (1,352,365)
  2021   See footnote (c)   1,317,326   (2,349,964)   38,236   (807,338)   (32,963)   –   (1,834,703)
  2020   See footnote (c)   5,769,519   2,095,557   412,384   412,458   (227,681)   –   8,462,236
[7]
  (2) The amounts deducted or added in calculating the total average equity award adjustments for our PEOs are as follows:

 

  Year    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
($)
  2022 (George)   –   (599,883)   40,690   (3,419,670)   (2,335,874)   –   (6,314,736)
  2022 (Knight)   1,908,313   (1,716,363)   –   (1,196,017)   (79,328)   –   (1,083,395)
  2021   3,546,295   (6,130,366)   –   (1,723,736)   (117,653)   –   (4,425,460)
  2020   9,012,711   6,294,391   47,908   2,127,303   (321,439)   –   17,160,874

 

  The amounts in the following table represent the average of the amounts deducted and added to our NEOs’ total compensation as a group (excluding the CEO) for the applicable year for purposes of computing the “compensation actually paid” amounts appearing in the pay versus performance table:

 

  Year   NEO Names   Average
Reported Summary
Compensation Table
Total for Non-PEO
NEOs
($)		   Average
Reported
Value of Equity Awards
($)		   Average Equity
Award Adjustments(1)
($)		   Average Compensation
Actually Paid to Non-
PEO NEOs
($)
  2022   See footnote (c)   2,529,338   (1,555,725)   (1,352,365)   (378,752)
  2021   See footnote (c)   3,494,722   (2,996,024)   (1,834,703)   (1,336,005)
  2020   See footnote (c)   3,798,621   (3,448,684)   8,462,236   8,812,173
  (1) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
     
  Year    NEO Names    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
($)
  2022   See footnote (c)   478,654   (1,018,532)   –   (733,159)   (79,328)   –   (1,352,365)
  2021   See footnote (c)   1,317,326   (2,349,964)   38,236   (807,338)   (32,963)   –   (1,834,703)
  2020   See footnote (c)   5,769,519   2,095,557   412,384   412,458   (227,681)   –   8,462,236
[8]
  (1) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.