OVID THERAPEUTICS INC., DEF 14A filed on 5/22/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Ovid Therapeutics Inc.
Entity Central Index Key 0001636651
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
Summary Compensation Table Total for PEO(1)
($)
CAP to PEO(1)(2)(6)(7)
($)
Average Summary Compensation Table Total
for Non-PEO NEOs(3)
($)
Average CAP to Non-PEO NEOs(2)(3)(6)(7)
($)
Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4)
($)
Net (Loss) Income
($) (in millions)(5)
20242,774,101 35,984 1,586,975 713,543 29.10 (26.4)
20232,136,546 2,983,069 1,076,208 1,413,175 100.31 (52.3)
20223,127,762 1,422,028 1,421,609 777,733 57.94 (54.2)
    
Named Executive Officers, Footnote Our PEO reflected in these columns and for each of the applicable fiscal years is Dr. Levin.Our Non-PEO NEOs reflected in these columns are (a) for fiscal year 2024, Ms. Alexander and Mr. Rona, (b) for fiscal year 2023, Mr. Rona and Thomas M. Perone (our former General Counsel and Corporate Secretary) and (c) for fiscal year 2022, Mr. Rona and Jason Tardio (our former Chief Operating Officer).    
PEO Total Compensation Amount $ 2,774,101 $ 2,136,546 $ 3,127,762
PEO Actually Paid Compensation Amount $ 35,984 2,983,069 1,422,028
Adjustment To PEO Compensation, Footnote For fiscal year 2024, the CAP to the PEO and the Average CAP to the Non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2024, computed in accordance with Item 402(v) of Regulation S-K:
PEO ($)Non-PEO NEOs
(Average) ($)
Total Compensation Reported in 2024 Summary Compensation Table2,774,101 1,586,975 
Less, Grant Date Fair Value of Option Awards Reported in the 2024 Summary Compensation Table(1,842,680)(762,498)
Less, Grant Date Fair Value of Stock Awards Reported in the 2024 Summary Compensation Table- (103,500)
Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested at the End of 2024.363,367 385,247 
Plus, Change in Fair Value from the End of 2023 to the End of 2024 of Awards Granted in Prior Years that are Outstanding and Unvested at the End of 2024(857,932)(265,731)
Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024- - 
Plus, Change in Fair Value of Awards from the End of 2023 to Vesting Date Granted in Prior Years that Vested in 2024(400,871)(126,950)
Less, 2023 Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024- - 
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)- - 
CAP for Fiscal Year 202435,984 713,543 
    
Non-PEO NEO Average Total Compensation Amount $ 1,586,975 1,076,208 1,421,609
Non-PEO NEO Average Compensation Actually Paid Amount $ 713,543 1,413,175 777,733
Adjustment to Non-PEO NEO Compensation Footnote For fiscal year 2024, the CAP to the PEO and the Average CAP to the Non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2024, computed in accordance with Item 402(v) of Regulation S-K:
PEO ($)Non-PEO NEOs
(Average) ($)
Total Compensation Reported in 2024 Summary Compensation Table2,774,101 1,586,975 
Less, Grant Date Fair Value of Option Awards Reported in the 2024 Summary Compensation Table(1,842,680)(762,498)
Less, Grant Date Fair Value of Stock Awards Reported in the 2024 Summary Compensation Table- (103,500)
Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested at the End of 2024.363,367 385,247 
Plus, Change in Fair Value from the End of 2023 to the End of 2024 of Awards Granted in Prior Years that are Outstanding and Unvested at the End of 2024(857,932)(265,731)
Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024- - 
Plus, Change in Fair Value of Awards from the End of 2023 to Vesting Date Granted in Prior Years that Vested in 2024(400,871)(126,950)
Less, 2023 Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024- - 
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)- - 
CAP for Fiscal Year 202435,984 713,543 
    
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Company Total Shareholder Return
The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our cumulative TSR over the three most recently completed fiscal years.TSR graph.jpg
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net (Loss) Income
The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and our net (loss) income over the three most recently completed fiscal years.
Net Loss graph.jpg 		   
Total Shareholder Return Amount $ 29.10 100.31 57.94
Net Income (Loss) $ (26,400,000) $ (52,300,000) $ (54,200,000)
PEO Name Dr. Levin    
Additional 402(v) Disclosure We are a smaller reporting company pursuant to Rule 405 of the Securities Act, and as such, we are only required to include information for the past three fiscal years in this tableIn calculating the CAP amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with ASC 718 and did not materially differ from those disclosed at the time of the grant.The Total Shareholder Return (“TSR”) reflected in this column for each applicable fiscal year is calculated based on a fixed investment of $100 through the end of the applicable fiscal year on the same cumulative basis as is used in Item 201(e) of Regulation S-K.The amounts reflected in this column represent the net loss reflected in our audited financial statements for each applicable fiscal year.    
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 $ 363,367    
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 (857,932)    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 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 (400,871)    
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    
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    
PEO | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table, Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,842,680)    
PEO | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table, Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
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 385,247    
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 (265,731)    
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    
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 (126,950)    
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    
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    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table, Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (762,498)    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table, Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (103,500)    
v3.25.1
Award Timing Disclosure
$ / shares in Units, shares in Thousands
 12 Months Ended
Dec. 31, 2024
Sep. 09, 2024
USD ($)
shares
$ / shares
Jul. 30, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]      
Award Timing MNPI Disclosure
From time to time, we grant stock options to employees, including our named executive officers. Historically, we have granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee
option grants in the first quarter of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. Non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time our Board or Compensation Committee grants annual equity awards to our executive officers and other employees, respectively, pursuant to the non-employee director compensation policy, as further described under the heading, “Director Compensation—Cash and Equity Compensation” above. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation 		   
Award Timing Method
From time to time, we grant stock options to employees, including our named executive officers. Historically, we have granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee
option grants in the first quarter of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. Non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time our Board or Compensation Committee grants annual equity awards to our executive officers and other employees, respectively, pursuant to the non-employee director compensation policy, as further described under the heading, “Director Compensation—Cash and Equity Compensation” above. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation 		   
Award Timing Predetermined true    
Award Timing MNPI Considered true    
Award Timing, How MNPI Considered The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation    
MNPI Disclosure Timed for Compensation Value false    
Awards Close in Time to MNPI Disclosures, Table
The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Name (a)Grant date (b)Number of securities underlying the award (c)Exercise price of the award ($/Share) (d)Grant date fair value of the award (e)Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f)
Margaret Alexander
7/30/2024
315,0001.05$258,394
(3.0)%
Jeffrey Rona
7/30/2024
315,0001.05$258,394
(3.0)%
Margaret Alexander
9/9/2024
140,000
1.07$118,8600.9%
    
Margaret Alexander [Member] | Employee Stock Option      
Awards Close in Time to MNPI Disclosures      
Name   Margaret Alexander Margaret Alexander
Underlying Securities | shares   140 315
Exercise Price | $ / shares   $ 1.07 $ 1.05
Fair Value as of Grant Date | $   $ 118,860 $ 258,394
Underlying Security Market Price Change   0.9 3
Jeffrey Rona [Member] | Employee Stock Option      
Awards Close in Time to MNPI Disclosures      
Name     Jeffrey Rona
Underlying Securities | shares     315
Exercise Price | $ / shares     $ 1.05
Fair Value as of Grant Date | $     $ 258,394
Underlying Security Market Price Change     3
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true