Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

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
Pay Versus Performance Table
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,
we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation
S-K
applicable to “smaller reporting companies.” For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to “Compensation of Executive Officers” above.
 
Year
  
Summary
Compensation
Table
Total for
PEO
(1)

($)
    
Compensation
Actually Paid to
PEO
(2)

($)
    
Average
Summary
Compensation Table
Total for
Non-PEO

NEOs
(3)

($)
    
Average
Compensation
Actually Paid to Non-

PEO NEOs
(2)

($)
    
Value of Initial Fixed
$100
Investment Based on
Total Stockholder
Return
(4)

($)
    
Net (Loss)
Income
(5)

($ in millions)
  
(a)
   (b)     (c)     (d)     (e)     (f)     (g)  
2024
   $ 5,833,264     $ 6,378,561     $ 731,543     $ 2,645,142     $ 126.04     $ (13.8 ) 
2023
   $ 2,482,735     $ 2,072,442     $ 5,414,556     $ 4,425,847     $ 88.73     $ (40.8 ) 
2022
   $ 2,344,168     $ 2,344,168     $ 1,008,038     $ 955,627     $ 88.25     $ (17.1 ) 
 
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Hughes (our current Chief Executive Officer and PEO) for 2024 and 2023, and for James Neal (our former Chief Executive Officer and PEO) for 2022, for each corresponding year in the “Total” column of the Summary Compensation Table included herein and in our proxy statement for the 2024 and 2023 annual meetings. Refer to “Compensation of Executive Officers—Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) during the applicable year.
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a
group
(excluding Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)), 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)) during the applicable year.
In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to determine the
compensation
actually paid for 2024:
 
   
Summary
Compensation
Table Total

($)
    
Reported
Value of
Equity
Awards
(a)

($)
    
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 a Prior Year
(b)

($)
    
Change in Fair
Value from Prior
Year End to Vesting
Date of Equity
Awards Granted in
a Prior Year That
Vest in the Year
(b)

($)
    
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in
the Year
($)
    
Compensation
Actually Paid
($)
  
PEO
   $ 5,833,264     $ (4,833,138 )    $ 3,404,542     $ 158,215     $ 152,980     $ 1,662,698     $ 6,378,561  
Average Other NEOs
   $ 731,543       —        —      $ 1,188,582     $ 725,017       —      $ 2,645,142  
 
  (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 applicable year.
  (b)
Includes the value of equity awards treated as vested in prior years to better reflect the revised guidance from the SEC related to treatment of equity awards upon an executive’s retirement eligibility, with appropriate adjustments to capture the change in value of such awards.
 
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022), each of whom served as our CEO during the applicable period) in the “Total” column of the Summary Compensation Table in each applicable year. For 2024 and 2023, this includes Mr. Burns and Mr. Sitko. For 2022, Mr. Burns was the sole NEO (excluding Mr. Neal) included for purposes of calculating the average amounts in the applicable year.
(4)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year reported is December 31, 2021.
(5)
The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year.
   
Named Executive Officers, Footnote Mr. Burns and Mr. Sitko. For 2022, Mr. Burns was the sole NEO (excluding Mr. Neal) included for purposes of calculating the average amounts in the applicable year.    
PEO Total Compensation Amount $ 5,833,264 $ 2,482,735 $ 2,344,168
PEO Actually Paid Compensation Amount $ 6,378,561 2,072,442 2,344,168
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) during the applicable year.
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a
group
(excluding Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)), 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)) during the applicable year.
In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to determine the
compensation
actually paid for 2024:
 
   
Summary
Compensation
Table Total

($)
    
Reported
Value of
Equity
Awards
(a)

($)
    
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 a Prior Year
(b)

($)
    
Change in Fair
Value from Prior
Year End to Vesting
Date of Equity
Awards Granted in
a Prior Year That
Vest in the Year
(b)

($)
    
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in
the Year
($)
    
Compensation
Actually Paid
($)
  
PEO
   $ 5,833,264     $ (4,833,138 )    $ 3,404,542     $ 158,215     $ 152,980     $ 1,662,698     $ 6,378,561  
Average Other NEOs
   $ 731,543       —        —      $ 1,188,582     $ 725,017       —      $ 2,645,142  
   
Non-PEO NEO Average Total Compensation Amount $ 731,543 5,414,556 1,008,038
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,645,142 4,425,847 955,627
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022) during the applicable year.
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a
group
(excluding Mr. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)), 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. Hughes (for 2024 and 2023) and Mr. Neal (for 2022)) during the applicable year.
In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to determine the
compensation
actually paid for 2024:
 
   
Summary
Compensation
Table Total

($)
    
Reported
Value of
Equity
Awards
(a)

($)
    
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 a Prior Year
(b)

($)
    
Change in Fair
Value from Prior
Year End to Vesting
Date of Equity
Awards Granted in
a Prior Year That
Vest in the Year
(b)

($)
    
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in
the Year
($)
    
Compensation
Actually Paid
($)
  
PEO
   $ 5,833,264     $ (4,833,138 )    $ 3,404,542     $ 158,215     $ 152,980     $ 1,662,698     $ 6,378,561  
Average Other NEOs
   $ 731,543       —        —      $ 1,188,582     $ 725,017       —      $ 2,645,142  
   
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our
 
non-PEO
 
NEOs, on the one hand, to the Company’s cumulative TSR over the three years presented in the table, on the other.
 
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
As a biotech royalty aggregator, our revenue is comprised of licensing fees, milestone payments and royalties from our legacy discovery and development business and future milestone payments and royalties from our royalty aggregator business. Consequently, we did not use net income (loss) as a performance measure in our executive compensation program. Moreover, because the generation of revenues related to licensing fees, milestone payments and royalties is dependent on the achievement of milestones or product sales by our partners, we do not believe there is any meaningful relationship between our net income and compensation actually paid to our NEOs during the periods presented.
   
Total Shareholder Return Amount $ 126.04 88.73 88.25
Net Income (Loss) $ (13,800,000) $ 40,800,000 $ 17,100,000
PEO Name Mr. Hughes    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (4,833,138)    
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 3,404,542    
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 158,215    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,662,698    
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 152,980    
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 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 0    
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 1,188,582    
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 $ 725,017