BRIDGEBIO PHARMA, INC., DEF 14A filed on 4/30/2025
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 BridgeBio Pharma, Inc.
Entity Central Index Key 0001743881
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay-Versus-Performance
The Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with shareholder interests and links pay to performance through a blend of short-term and long-term incentive compensation. In 2024, at-risk compensation made up 94% of our Chief Executive Officer’s compensation, 88% of our Former CFO’s compensation, and 90% of our CFO’s compensation. This high utilization of incentive compensation results in higher total realized pay when our Company delivers successful performance in a year, which is often, though not always, reflected in the performance of our stock price. Conversely, failure to deliver positive results leads to lower realized pay, including the possibility that some awards, particularly our stock option awards, do not deliver any value at the end of their performance period.
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to “Executive Compensation - Compensation Discussion and Analysis.”
Pay-Versus-Performance Table
Year
Summary
Compensation
Table Total
for PEO1
($)
Compensation
Actually Paid
to PEO2
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs3
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs4
($)
Value of Initial Fixed $100
Investment based on:5
Net Loss
($ Thousands)7
Revenue
($ Thousands)8
Total
Shareholder
Return
(TSR)5
($)
Peer Group
Total
Shareholder
Return
(TSR)6
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024
15,581,922
(2,656,829)
6,082,873
(261,159)
78
118
(543,347)
221,902
2023
12,158,626
70,060,160
6,651,996
29,070,865
115
119
(653,251)
9,303
2022
6,674,437
(11,343,340)
2,957,392
(783,731)
22
114
(484,652)
77,648
2021
25,626,959
(132,750,009)
8,677,297
(23,115,955)
48
126
(586,454)
69,716
2020
10,054,909
151,056,692
4,762,662
18,433,250
203
126
(505,488)
8,249
1.
The dollar amounts reported in column (b) represent the amount of total compensation reported for Dr. Kumar (our “PEO”) for each corresponding covered year in the “Total” column of the Summary Compensation Table for each applicable year.
2.
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2024 to determine the “compensation actually paid” to him for such fiscal year:
Year
Reported Summary
Compensation
Table Total
for PEO
Reported Grant Date
Fair Value of Equity
Awards in Summary
Compensation Table(a)
Equity
Award
Adjustments(b)
Compensation
Actually Paid
to PEO
2024
$15,581,922
$(13,541,424)
$(4,697,327)
$(2,656,829)
(a)
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 listed fiscal year. This number is being subtracted from the Summary Compensation Table Total.
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for the listed fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal 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 equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, 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 covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Covered
Fiscal Year as
of End of
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
Fair Value
as of Vesting
Date of
Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and
Unvested
Equity
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
Dollar Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included in
Total
Compensation
for Covered
Fiscal Year
Total Equity
Award
Adjustments
2024
$11,112,844
$(10,752,748)
$1,720,803
$(6,778,226)
$(4,697,327)
3.
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Dr. Kumar, who has served as our PEO since our Company’s founding in April 2015) for each covered year in the “Total” column of the Summary Compensation Table for each applicable year. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020
2021 - 2023
2024
Brian Stephenson, Ph.D., CFA
Brian Stephenson, Ph.D., CFA
Brian Stephenson, Ph.D., CFA
Michael Henderson, M.D.
 
Thomas Trimarchi
Cameron Turtle, Ph.D.
 
 
Charles Homcy, M.D.
 
 
Brian Stolz
 
 
4.
The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2024 to determine the executive compensation actually paid to our Non-PEO NEOs, using the methodology described in Note 4(b) below:
Year
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
Average
Reported Grant
Date Fair
Value of Equity
Awards in
Summary
Compensation
Table for
Non-PEO NEOs(a)
Equity
Award
Adjustments(b)
Average
Compensation
Actually Paid to
Non-PEO NEOs
2024
$6,082,873
$(5,018,564)
$(1,325,468)
$(261,159)
(a)
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 listed fiscal year.
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the
covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Average Year
End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Covered Fiscal
Year as of End
of Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
for Non-PEO
NEOs
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Dollar
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included
in Total
Compensation
for Covered
Fiscal Year
for Non-PEO
NEOs
Total -
Average
Equity
Adjustments
for Non-PEO
NEOs
2024
$4,217,540
$(4,037,719)
$628,176
$(2,133,465)
$(1,325,468)
5.
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2019) by our share price at the beginning of the measurement period. Following SEC regulations, we calculated the cumulative TSR for 2024 as an average of the past 5 years (December 31, 2019 to December 31, 2024) assuming an initial investment of $100 on December 31, 2019.
6.
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Index.
7.
The dollar amounts reported represent the amount of GAAP net loss in our audited consolidated financial statements for each covered fiscal year included in our Annual Reports on Form 10-K filed with the SEC.
8.
The dollar amounts represent our revenue, as reflected in our audited consolidated financial statements for each covered fiscal year included in our Annual Reports on Form 10-K filed with the SEC.
       
Company Selected Measure Name revenue        
Named Executive Officers, Footnote
1.
The dollar amounts reported in column (b) represent the amount of total compensation reported for Dr. Kumar (our “PEO”) for each corresponding covered year in the “Total” column of the Summary Compensation Table for each applicable year.
3.
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Dr. Kumar, who has served as our PEO since our Company’s founding in April 2015) for each covered year in the “Total” column of the Summary Compensation Table for each applicable year. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020
2021 - 2023
2024
Brian Stephenson, Ph.D., CFA
Brian Stephenson, Ph.D., CFA
Brian Stephenson, Ph.D., CFA
Michael Henderson, M.D.
 
Thomas Trimarchi
Cameron Turtle, Ph.D.
 
 
Charles Homcy, M.D.
 
 
Brian Stolz
 
 
       
Peer Group Issuers, Footnote
6.
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Index.
       
PEO Total Compensation Amount $ 15,581,922 $ 12,158,626 $ 6,674,437 $ 25,626,959 $ 10,054,909
PEO Actually Paid Compensation Amount $ (2,656,829) 70,060,160 (11,343,340) (132,750,009) 151,056,692
Adjustment To PEO Compensation, Footnote
2.
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2024 to determine the “compensation actually paid” to him for such fiscal year:
Year
Reported Summary
Compensation
Table Total
for PEO
Reported Grant Date
Fair Value of Equity
Awards in Summary
Compensation Table(a)
Equity
Award
Adjustments(b)
Compensation
Actually Paid
to PEO
2024
$15,581,922
$(13,541,424)
$(4,697,327)
$(2,656,829)
(a)
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 listed fiscal year. This number is being subtracted from the Summary Compensation Table Total.
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for the listed fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal 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 equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, 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 covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Covered
Fiscal Year as
of End of
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
Fair Value
as of Vesting
Date of
Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and
Unvested
Equity
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
Dollar Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included in
Total
Compensation
for Covered
Fiscal Year
Total Equity
Award
Adjustments
2024
$11,112,844
$(10,752,748)
$1,720,803
$(6,778,226)
$(4,697,327)
       
Non-PEO NEO Average Total Compensation Amount $ 6,082,873 6,651,996 2,957,392 8,677,297 4,762,662
Non-PEO NEO Average Compensation Actually Paid Amount $ (261,159) 29,070,865 (783,731) (23,115,955) 18,433,250
Adjustment to Non-PEO NEO Compensation Footnote
4.
The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2024 to determine the executive compensation actually paid to our Non-PEO NEOs, using the methodology described in Note 4(b) below:
Year
Average
Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
Average
Reported Grant
Date Fair
Value of Equity
Awards in
Summary
Compensation
Table for
Non-PEO NEOs(a)
Equity
Award
Adjustments(b)
Average
Compensation
Actually Paid to
Non-PEO NEOs
2024
$6,082,873
$(5,018,564)
$(1,325,468)
$(261,159)
(a)
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 listed fiscal year.
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the
covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Average Year
End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Covered Fiscal
Year as of End
of Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
for Non-PEO
NEOs
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Dollar
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included
in Total
Compensation
for Covered
Fiscal Year
for Non-PEO
NEOs
Total -
Average
Equity
Adjustments
for Non-PEO
NEOs
2024
$4,217,540
$(4,037,719)
$628,176
$(2,133,465)
$(1,325,468)
       
Compensation Actually Paid vs. Total Shareholder Return
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Cumulative TSR Comparison
As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs as a group (except Dr. Kumar) is generally aligned with our TSR over the period presented in the Pay-Versus-Performance Table. This alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our PEO and our other NEOs is comprised of equity awards. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” in 2024, we set 94% of our PEO, 88% of our Former CFO, and 90% of our CFO compensation, respectively, at risk in the form of performance-based bonuses and time-based equity awards to align the interests of our NEOs and stockholders. The chart also compares the Company’s TSR to that of the Nasdaq Biotechnology Index over the same period.
       
Compensation Actually Paid vs. Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
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 loss during the five most recently completed fiscal years. While we consider numerous financial and non-financial performance measures for the purpose of evaluating the performance for our executive compensation program, we do not specifically align our performance measures with compensation that is actually paid to Dr. Kumar and other NEOs for a particular year. We do not use revenue as a financial performance measure in our overall executive compensation program, so there is, at best, only an indirect correlation between our revenue and our Board’s and Compensation Committee’s discretionary determination of NEO compensation based on the totality of Company and individual performance. As described above, our Board of Directors believes that it can responsibly discharge its duties by maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances without reliance on rote calculations under set formulas. As described in more detail in “Executive Compensation - Compensation Discussion and Analysis,” in 2024, we set 94% of our PEO, 88% of our Former CFO, and 90% of our CFO compensation, respectively, at risk in the form of performance-based bonuses and time-based equity awards to align the interests of our NEOs and stockholders.
       
Compensation Actually Paid vs. Company Selected Measure
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue
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 Revenue during the five most recently completed fiscal years.
       
Total Shareholder Return Vs Peer Group
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company TSR and Cumulative TSR Comparison
As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our other NEOs as a group (except Dr. Kumar) is generally aligned with our TSR over the period presented in the Pay-Versus-Performance Table. This alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our PEO and our other NEOs is comprised of equity awards. As described in more detail in “Executive Compensation – Compensation Discussion and Analysis,” in 2024, we set 94% of our PEO, 88% of our Former CFO, and 90% of our CFO compensation, respectively, at risk in the form of performance-based bonuses and time-based equity awards to align the interests of our NEOs and stockholders. The chart also compares the Company’s TSR to that of the Nasdaq Biotechnology Index over the same period.
       
Tabular List, Table
Table of Performance Measures
As discussed in greater detail in the “Executive Compensation – Compensation Discussion and Analysis,” the actual amount of bonus compensation that is earned by our NEOs is a discretionary determination made by the Board of Directors based on the recommendation of the Compensation Committee. Our short-and long-term incentive payouts consider the holistic caliber of our performance in areas such as research, clinical, and regulatory milestones versus defined financial performance measures. In aggregate, our performance in these areas drives our compensation structure, specifically the degree to which our NEOs are granted equity awards and earn cash bonuses. While we consider numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we do not specifically align our performance measures with compensation that is actually paid to Dr. Kumar and other NEOs for a particular year. As such, we are not required to disclose a tabular list of performance measures.
       
Total Shareholder Return Amount $ 78 115 22 48 203
Peer Group Total Shareholder Return Amount $ 118 $ 119 $ 114 $ 126 $ 126
Company Selected Measure Amount 221,902,000 9,303,000 77,648,000 69,716,000 8,249,000
PEO Name Dr. Kumar Dr. Kumar Dr. Kumar Dr. Kumar Dr. Kumar
Additional 402(v) Disclosure
Pay Versus Performance: Conclusions
The Compensation Committee believes in “pay for performance” and has structured our compensation program to reward our executive officers when we are delivering strong results. As discussed in more detail in “2024 Business and Financial Highlights”, the approval of Attruby, the progress across our clinical programs, and the efforts to strengthen our financial position represented an achievement of all corporate goals in 2024. Consistent with our “pay for performance” philosophy, we continue to set executive compensation so that a significant portion is based on “at-risk” payments to maintain alignment between the interests of our executive officers and stockholders. Almost all compensation was “at risk” for our senior executives, including our NEOs.
       
Equity Awards Adjustments, Footnote
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for the listed fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal 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 equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, 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 covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Covered
Fiscal Year as
of End of
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
Fair Value
as of Vesting
Date of
Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and
Unvested
Equity
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
Dollar Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included in
Total
Compensation
for Covered
Fiscal Year
Total Equity
Award
Adjustments
2024
$11,112,844
$(10,752,748)
$1,720,803
$(6,778,226)
$(4,697,327)
(b)
Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the
covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2024 are as follows:
Year
Average Year
End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Covered Fiscal
Year as of End
of Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years as of
End of
Covered
Fiscal Year
for Non-PEO
NEOs
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested in
Covered
Fiscal Year
for Non-PEO
NEOs
Fair Value
at End of
Prior Fiscal
Year of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Fiscal
Years that
Failed to
Meet Vesting
Conditions
during
Covered
Fiscal Year
for Non-PEO
NEOs
Average
Dollar
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards in
Covered
Fiscal Year
Prior to
Vesting Date
not Otherwise
Included
in Total
Compensation
for Covered
Fiscal Year
for Non-PEO
NEOs
Total -
Average
Equity
Adjustments
for Non-PEO
NEOs
2024
$4,217,540
$(4,037,719)
$628,176
$(2,133,465)
$(1,325,468)
       
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ (543,347,000) $ (653,251,000) $ (484,652,000) $ (586,454,000) $ (505,488,000)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (13,541,424)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,697,327)        
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 11,112,844        
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 (10,752,748)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,720,803        
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 (6,778,226)        
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        
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 (5,018,564)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,325,468)        
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 4,217,540        
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 (4,037,719)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 628,176        
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 (2,133,465)        
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        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Grant Practices
We do not have a formal policy regarding the granting practices of our equity awards. We generally make refresh grants to existing employees in the first quarter of each year after our year end results are filed. However, our Board and Compensation Committee, as applicable, carefully review any potential material nonpublic information before granting equity awards. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates.
During the fiscal year ended December 31, 2024, we did not award any stock options to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report.
Award Timing Method We do not have a formal policy regarding the granting practices of our equity awards. We generally make refresh grants to existing employees in the first quarter of each year after our year end results are filed.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered However, our Board and Compensation Committee, as applicable, carefully review any potential material nonpublic information before granting equity awards. We do not time our equity award grants either to take advantage of a depressed stock price, or an anticipated increase in stock price, and we have limited the amount of discretion that can be exercised in connection with the timing of equity award grants. We also do not time the release of material nonpublic information based on equity award grant dates.
MNPI Disclosure Timed for Compensation Value false
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