Definitive proxy statements

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 [Table]      
Disclosure - Pay vs Performance Disclosure
Year
(a)
  Summary
Compensation
Table Total
for Principal
Executive
Officers
(PEOs)
(b)
    Summary
Compensation
Table Total
for James
Martin (1) (b)
    Summary
Compensation
Table Total
for Sam
Lee (b) (1)
    Compensation
Actually Paid
to PEOs
(c) (2)
    Compensation
Actually Paid
to James
Martin (c) (2)
    Compensation
Actually Paid
to Sam
Lee (c) (2)
    Average
Summary
Compensation
Table Total
for non-PEO
Named
Executive
Officers (d)
    Average
Compensation
Actually Paid
to non-PEO
Named
Executive
Officers (e)
    Value of
Initial
Fixed $100
Investment
Based On
Total
Shareholder
Return (f) (3) (4)
    Net Income
(Loss) (g) (4)
 
2024     1,361,718       680,859       680,859       1,220,918       610,459       610,459            -           -     $ 25.90     $ (17,504,000 )
2023     1,254,402       627,201       627,201       1,185,837       594,935       590,902       -       -     $ 22.18     $ (17,984,000 )
2022     1,243,176       621,588       621,588       924,766       462,435       462,331       -       -     $ 25.00     $ (38,837,000 )
   
Named Executive Officers, Footnote [Text Block]

 

(1) James Martin and Sam Lee have served as Co-Chief Executive Officers (principal executive officers or “PEOs”) of the Company since May 2021. The Company did not have any named executive officers who were not PEOs for the fiscal year ended December 31, 2024.
   
PEO Total Compensation Amount [1],[2] $ 1,361,718 $ 1,254,402 $ 1,243,176
PEO Actually Paid Compensation Amount [1],[3],[4] $ 1,220,918 1,185,837 924,766
Adjustment To PEO Compensation, Footnote [Text Block]

 

(2) Represents the “Summary Compensation Table Total” amounts reflected in the above table, with the following adjustments pursuant to Item 402(v)(2) of Regulation S-K: (i) the deduction of “Stock Awards” and “Option Awards” in the Summary Compensation Table for each fiscal year, and (ii) the following adjustments related to such categories:

 

(A) as to all PEOs for 2022, (1) the addition of $71,853 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $94,201 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $96,254 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and

 

(B) as to all PEOs for 2023, (1) the addition of $75,886 representing the fair value as of December 31, 2023 of all awards granted during 2023 that were outstanding and unvested as of December 31, 2023; (2) the subtraction of $10,692 representing the change as of December 31, 2023 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2023, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $6,532 representing the change as of the vesting date (from December 31, 2022) in fair value of awards granted prior to 2023 for which all applicable vesting conditions were satisfied at December 31, 2023; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2023, representing the fair value at December 31, 2022; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise included in the total compensation for 2023.

 

 

(C) as to all PEOs for 2024, (1) the addition of $80,800 representing the fair value as of December 31, 2024 of all awards granted during 2024 that were outstanding and unvested as of December 31, 2024; (2) the subtraction of $6,281 representing the change as of December 31, 2024 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2024, (3) the addition of $70,400 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $7,840 representing the change as of the vesting date (from December 31, 2023) in fair value of awards granted prior to 2024 for which all applicable vesting conditions were satisfied at December 31, 2024; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2024, representing the fair value at December 31, 2023; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise included in the total compensation for 2024.

 

(D) as to Mr. Martin for 2022, (1) the addition of $35,926 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $46,510 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $48,666 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and

 

(E) as to Mr. Martin for 2023, (1) the addition of $39,960 representing the fair value as of December 31, 2023 of all awards granted during 2023 that were outstanding and unvested as of December 31, 2023; (2) the subtraction of $5,346 representing the change as of December 31, 2023 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2023, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $3,446 representing the change as of the vesting date (from December 31, 2022) in fair value of awards granted prior to 2023 for which all applicable vesting conditions were satisfied at December 31, 2023; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2023, representing the fair value at December 31, 2022; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise included in the total compensation for 2023.

 

(F) as to Mr. Martin for 2024, (1) the addition of $40,400 representing the fair value as of December 31, 2024 of all awards granted during 2024 that were outstanding and unvested as of December 31, 2024; (2) the subtraction of $2,941 representing the change as of December 31, 2024 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2024, (3) the addition of $35,200 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $4,018 representing the change as of the vesting date (from December 31, 2023) in fair value of awards granted prior to 2024 for which all applicable vesting conditions were satisfied at December 31, 2024; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2024, representing the fair value at December 31, 2023; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise included in the total compensation for 2024.

 

(G) as to Dr. Lee for 2022, (1) the addition of $35,926 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $47,691 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $47,589 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and

 

 

(H) as to Dr. Lee for 2023, (1) the addition of $35,926 representing the fair value as of December 31, 2023 of all awards granted during 2023 that were outstanding and unvested as of December 31, 2023; (2) the subtraction of $5,346 representing the change as of December 31, 2023 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2023, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $3,086 representing the change as of the vesting date (from December 31, 2022) in fair value of awards granted prior to 2023 for which all applicable vesting conditions were satisfied at December 31, 2023; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2023, representing the fair value at December 31, 2022; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise included in the total compensation for 2023.

 

(I) as to Dr. Lee for 2024, (1) the addition of $40,400 representing the fair value as of December 31, 2024 of all awards granted during 2024 that were outstanding and unvested as of December 31, 2024; (2) the subtraction of $3,340 representing the change as of December 31, 2024 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2024, (3) the addition of $35,200 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $3,822 representing the change as of the vesting date (from December 31, 2023) in fair value of awards granted prior to 2024 for which all applicable vesting conditions were satisfied at December 31, 2024; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2024, representing the fair value at December 31, 2023; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise included in the total compensation for 2024.
   
Non-PEO NEO Average Total Compensation Amount [1],[5]
Non-PEO NEO Average Compensation Actually Paid Amount [1],[6]
Equity Valuation Assumption Difference, Footnote [Text Block]

 

(3) Reflects the cumulative total shareholder return of a fixed investment of $100 made at the closing price of the Company’s common stock at December 31, 2021 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table.
   
Total Shareholder Return Amount [1],[7],[8],[9] $ 25.90 22.18 25.00
Net Income (Loss) Attributable to Parent [1],[8],[10] (17,504,000) (17,984,000) (38,837,000)
James Martin [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount [1],[2],[11] 680,859 627,201 621,588
PEO Actually Paid Compensation Amount [1],[3],[4] 610,459 594,935 462,435
James Martin [Member] | The Fair Value Of All Awards Granted During Year That Were Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 40,400 39,960 35,926
James Martin [Member] | The Change In Fair Value Of Awards Granted In Prior To Period That Are Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,941 5,346 46,510
James Martin [Member] | The Fair Value As Of The Vesting Date Of Awards That Were Granted And Vested In The Same Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 35,200 0 0
James Martin [Member] | The Change As Of The Vesting Date In Fair Value Of Awards Granted Prior To Year For Which All Applicable Vesting Conditions Were Satisfied [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,018 3,446 48,666
James Martin [Member] | Awards That Failed To Meet The Applicable Vesting Conditions During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
James Martin [Member] | The Dollar Value Of Any Dividends Or Other Earnings Paid On Stock Or Option Awards Prior To The Vesting Date That Are Not Otherwise Included In The Total Compensation For Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Sam Lee [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount [1],[2],[11] 680,859 627,201 621,588
PEO Actually Paid Compensation Amount [1],[3],[4] 610,459 590,902 462,331
Sam Lee [Member] | The Fair Value Of All Awards Granted During Year That Were Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 40,400 35,926 35,926
Sam Lee [Member] | The Change In Fair Value Of Awards Granted In Prior To Period That Are Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,340 5,346 47,691
Sam Lee [Member] | The Fair Value As Of The Vesting Date Of Awards That Were Granted And Vested In The Same Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 35,200 0 0
Sam Lee [Member] | The Change As Of The Vesting Date In Fair Value Of Awards Granted Prior To Year For Which All Applicable Vesting Conditions Were Satisfied [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,822 3,086 47,589
Sam Lee [Member] | Awards That Failed To Meet The Applicable Vesting Conditions During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Sam Lee [Member] | The Dollar Value Of Any Dividends Or Other Earnings Paid On Stock Or Option Awards Prior To The Vesting Date That Are Not Otherwise Included In The Total Compensation For Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | The Fair Value Of All Awards Granted During Year That Were Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 80,800 75,886 71,853
PEO [Member] | The Change In Fair Value Of Awards Granted In Prior To Period That Are Outstanding And Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,281 10,692 94,201
PEO [Member] | The Fair Value As Of The Vesting Date Of Awards That Were Granted And Vested In The Same Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 70,400 0 0
PEO [Member] | The Change As Of The Vesting Date In Fair Value Of Awards Granted Prior To Year For Which All Applicable Vesting Conditions Were Satisfied [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,840 6,532 96,254
PEO [Member] | Awards That Failed To Meet The Applicable Vesting Conditions During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | The Dollar Value Of Any Dividends Or Other Earnings Paid On Stock Or Option Awards Prior To The Vesting Date That Are Not Otherwise Included In The Total Compensation For Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0
[1] as to all PEOs for 2022, (1) the addition of $71,853 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $94,201 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $96,254 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and
[2] as to all PEOs for 2023, (1) the addition of $75,886 representing the fair value as of December 31, 2023 of all awards granted during 2023 that were outstanding and unvested as of December 31, 2023; (2) the subtraction of $10,692 representing the change as of December 31, 2023 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2023, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $6,532 representing the change as of the vesting date (from December 31, 2022) in fair value of awards granted prior to 2023 for which all applicable vesting conditions were satisfied at December 31, 2023; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2023, representing the fair value at December 31, 2022; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise included in the total compensation for 2023.
[3] Represents the “Summary Compensation Table Total” amounts reflected in the above table, with the following adjustments pursuant to Item 402(v)(2) of Regulation S-K: (i) the deduction of “Stock Awards” and “Option Awards” in the Summary Compensation Table for each fiscal year, and (ii) the following adjustments related to such categories:
[4] as to all PEOs for 2024, (1) the addition of $80,800 representing the fair value as of December 31, 2024 of all awards granted during 2024 that were outstanding and unvested as of December 31, 2024; (2) the subtraction of $6,281 representing the change as of December 31, 2024 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2024, (3) the addition of $70,400 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $7,840 representing the change as of the vesting date (from December 31, 2023) in fair value of awards granted prior to 2024 for which all applicable vesting conditions were satisfied at December 31, 2024; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2024, representing the fair value at December 31, 2023; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise included in the total compensation for 2024.
[5] as to Mr. Martin for 2022, (1) the addition of $35,926 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $46,510 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $48,666 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and
[6] as to Mr. Martin for 2023, (1) the addition of $39,960 representing the fair value as of December 31, 2023 of all awards granted during 2023 that were outstanding and unvested as of December 31, 2023; (2) the subtraction of $5,346 representing the change as of December 31, 2023 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2023, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $3,446 representing the change as of the vesting date (from December 31, 2022) in fair value of awards granted prior to 2023 for which all applicable vesting conditions were satisfied at December 31, 2023; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2023, representing the fair value at December 31, 2022; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise included in the total compensation for 2023.
[7] Reflects the cumulative total shareholder return of a fixed investment of $100 made at the closing price of the Company’s common stock at December 31, 2021 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table.
[8] The Company has not compensated its PEOs based upon total shareholder return or its operating performance. As a drug discovery company that is developing product candidates and has not had revenue from product sales, our net losses including our net operating losses have not been a factor in determining compensation. Instead, we have focused on meeting our goals, which if achieved can lead to substantial returns for our shareholders. In order to meet these goals, we have to recruit and retain key executives with the skills in science and finance to provide the leadership our Company needs.
[9] as to Mr. Martin for 2024, (1) the addition of $40,400 representing the fair value as of December 31, 2024 of all awards granted during 2024 that were outstanding and unvested as of December 31, 2024; (2) the subtraction of $2,941 representing the change as of December 31, 2024 in fair value of awards granted in prior to 2023 that are outstanding and unvested as of December 31, 2024, (3) the addition of $35,200 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the addition of $4,018 representing the change as of the vesting date (from December 31, 2023) in fair value of awards granted prior to 2024 for which all applicable vesting conditions were satisfied at December 31, 2024; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2024, representing the fair value at December 31, 2023; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise included in the total compensation for 2024.
[10] as to Dr. Lee for 2022, (1) the addition of $35,926 representing the fair value as of December 31, 2022 of all awards granted during 2022 that were outstanding and unvested as of December 31, 2022; (2) the subtraction of $47,691 representing the change as of December 31, 2022 in fair value of awards granted in prior to 2022 that are outstanding and unvested as of December 31, 2022, (3) the addition of $0 representing the fair value as of the vesting date of awards that were granted and vested in the same year; (4) the subtraction of $47,589 representing the change as of the vesting date (from December 31, 2021) in fair value of awards granted prior to 2022 for which all applicable vesting conditions were satisfied at December 31, 2022; (5) the subtraction of $0 representing awards that failed to meet the applicable vesting conditions during 2022, representing the fair value at December 31, 2021; and (6) the addition of $0, representing the dollar value of any dividends or other earnings paid on stock or option awards in 2022 prior to the vesting date that are not otherwise included in the total compensation for 2022; and
[11] James Martin and Sam Lee have served as Co-Chief Executive Officers (principal executive officers or “PEOs”) of the Company since May 2021. The Company did not have any named executive officers who were not PEOs for the fiscal year ended December 31, 2024.