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

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Summary Compensation Table Total ($ in thousands) Compensation Actually Paid Total (in thousands)
Value of Initial Fixed $100 Investment Based on: (4)
Net Loss (in thousands) ($)
Revenue Growth (%)(5)
Year
PEO ($)(1)
Average of Non-PEO NEO's ($)(1)
PEO($) (1)(2)(3)
Average of Non-PEO NEO's ($) (1)(2)(3)
TSR ($) Peer Group TSR ($)
2023 5,535  1,951  2,877  548  38.18  118.87  (21,716) 14.7  %
2022 4,398  1,517  5,382  1,428  55.79  113.65  (28,948) 12.5  %
2021 5,361  1,821  289  386  52.38  126.45  (26,985) 15.4  %
2020 4,051  1,321  3,178  1,502  100.06  126.42  6.2% (23,786) 6.2  %
     
Company Selected Measure Name Adjusted Revenue Growth      
Named Executive Officers, Footnote The Company's Principal Executive Officer ("PEO") for each of the years presented was Karen Zaderej. The Non-PEO NEO's for each of the years presented are as follows:
2020 2021 2022 2023
Peter Mariani Peter Mariani Peter Mariani Nir Naor
Bradley Ottinger Maria Martinez Bradly Ottinger Erick DeVinney
Angelo Scopelianos Ph.D. Angelo Scopelianos Ph.D. Angelo Scopelianos Ph.D. Angelo Scopelianos Ph.D.
Eric Sandberg Eric Sandberg Michael Donovan Michael Donovan
Eric Sandberg Peter Mariani
     
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table uses the NASDAQ Biotechnology Index, which we use in the stock performance graph required by Item 201(e) of the Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future performance.      
PEO Total Compensation Amount $ 5,535,000 $ 4,398,000 $ 5,361,000 $ 4,051,000
PEO Actually Paid Compensation Amount $ 2,877,000 5,382,000 289,000 3,178,000
Adjustment To PEO Compensation, Footnote The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in Note (3) below.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards and Options Awards columns set forth in the Summary Compensation Table.
Year NEO(s) Summary Compensation Table Total (in thousands) ($) Exclusion of Stock Awards and Option Awards ($)
Inclusion of Equity Values ($) (a)
Compensation Actually paid (in thousands) ($)
2023 PEO 5,535  $ (4,045) 1,387  2,877 
Average of Non-PEO NEOs 1,951  (1,125) (278) 548 
2022 PEO 4,398  (3,546) 4,530  5,382 
Average of Non-PEO NEOs 1,517  (974) 884  1,428 
2021 PEO 5,361  (4,204) (868) 289 
Average of Non-PEO NEOs 1,821  (1,237) (199) 386 
2020 PEO 4,051  (2,513) 1,639  3,178 
Average of Non-PEO NEOs 1,321  (636) 817  1,502 
The amounts in the Inclusion of Equity Values column are calculated from the following tables:
Year NEO(s) Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of the Year ($) Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Awards ($) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year($) Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year of Non-PEO NEOs ($) Total - Inclusion of Equity Awards ($)
2023 PEO 3,326  (1,608) (331) —  1,387 
Average of Non-PEO NEOs 614  (265) (85) (542) (278)
2022 PEO 4,477  121  (68) —  4,530 
Average of Non-PEO NEOs 941  39  (15) (81) 884 
2021 PEO 778  (1,625) (21) —  (868)
Average of Non-PEO NEOs 339  (528) (10) —  (199)
2020 PEO 3,083  (1,086) (359) —  1,639 
Average of Non-PEO NEOs 1,004  (83) (104) —  817 
     
Non-PEO NEO Average Total Compensation Amount $ 1,951,000 1,517,000 1,821,000 1,321,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 548,000 1,428,000 386,000 1,502,000
Adjustment to Non-PEO NEO Compensation Footnote The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s PEO and NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in Note (3) below.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards and Options Awards columns set forth in the Summary Compensation Table.
Year NEO(s) Summary Compensation Table Total (in thousands) ($) Exclusion of Stock Awards and Option Awards ($)
Inclusion of Equity Values ($) (a)
Compensation Actually paid (in thousands) ($)
2023 PEO 5,535  $ (4,045) 1,387  2,877 
Average of Non-PEO NEOs 1,951  (1,125) (278) 548 
2022 PEO 4,398  (3,546) 4,530  5,382 
Average of Non-PEO NEOs 1,517  (974) 884  1,428 
2021 PEO 5,361  (4,204) (868) 289 
Average of Non-PEO NEOs 1,821  (1,237) (199) 386 
2020 PEO 4,051  (2,513) 1,639  3,178 
Average of Non-PEO NEOs 1,321  (636) 817  1,502 
The amounts in the Inclusion of Equity Values column are calculated from the following tables:
Year NEO(s) Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of the Year ($) Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Awards ($) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year($) Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year of Non-PEO NEOs ($) Total - Inclusion of Equity Awards ($)
2023 PEO 3,326  (1,608) (331) —  1,387 
Average of Non-PEO NEOs 614  (265) (85) (542) (278)
2022 PEO 4,477  121  (68) —  4,530 
Average of Non-PEO NEOs 941  39  (15) (81) 884 
2021 PEO 778  (1,625) (21) —  (868)
Average of Non-PEO NEOs 339  (528) (10) —  (199)
2020 PEO 3,083  (1,086) (359) —  1,639 
Average of Non-PEO NEOs 1,004  (83) (104) —  817 
     
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
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 the Company’s cumulative TSR over the four most recently completed fiscal years and the Peer Group.
Paid vs TSR PVP Table 112.31.2023.jpg
      
Compensation Actually Paid vs. Net Income
Description of Relationship Between Compensation Actually Paid and Net Income
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 Income during the four most recently completed fiscal years.
Paid vs Net Income 12.31.2023.jpg
      
Compensation Actually Paid vs. Company Selected Measure scription of Relationship Between Compensation Actually Paid and Adjusted Revenue Growth
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 Adjusted Revenue Growth during the four most recently completed fiscal years.
Paid vs Revenue 12.31.2023.jpg
      
Tabular List, Table
2023 Most Important Performance Measures
•Adjusted revenue growth
     
Total Shareholder Return Amount $ 38.18 55.79 52.38 100.06
Peer Group Total Shareholder Return Amount 118.87 113.65 126.45 126.42
Net Income (Loss) $ (21,716,000) $ (28,948,000) $ (26,985,000) $ (23,786,000)
Company Selected Measure Amount 0.147 0.125 0.154 0.062
PEO Name Karen Zaderej      
Measure:: 1        
Pay vs Performance Disclosure        
Name •Adjusted revenue growth      
Non-GAAP Measure Description We determined Adjusted Revenue Growth as a percentage to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEO's in 2023, 2022, 2021 and 2020. We define Adjusted Revenue Growth for these purposes as the annual growth of our total revenues excluding revenues from our Avive product, the market availability of which we voluntarily suspended in June 2021. We may determine a different financial performance measure to be the most important financial performance measure in future years.      
PEO | Exclusion of Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (4,045,000) $ (3,546,000) $ (4,204,000) $ (2,513,000)
PEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,387,000 4,530,000 (868,000) 1,639,000
PEO | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 3,326,000 4,477,000 778,000 3,083,000
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (1,608,000) 121,000 (1,625,000) (1,086,000)
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (331,000) (68,000) (21,000) (359,000)
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year of Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0 0
Non-PEO NEO | Exclusion of Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,125,000) (974,000) (1,237,000) (636,000)
Non-PEO NEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (278,000) 884,000 (199,000) 817,000
Non-PEO NEO | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 614,000 941,000 339,000 1,004,000
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (265,000) 39,000 (528,000) (83,000)
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards (85,000) (15,000) (10,000) (104,000)
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year of Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards $ (542,000) $ (81,000) $ 0 $ 0