Definitive proxy statements

Pay vs Performance Disclosure

v3.24.3
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure [Table]      
Disclosure - Pay vs Performance Disclosure
                                                 
Year   Summary Compensation Table Total for CEO (1)
($)
  Compensation Actually Paid to CEO (1)(2)(3)
($)
  Average Summary Compensation Table for Non-CEO NEOs (1) ($)   Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3)
($)
  Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4)
($)
  Net Loss
($)
2023   $ 563,494     $ 560,385     $ 434,774     $ 433,219     $ 16.91     $ (4,134,578 )
2022   $ 632,827     $ 425,619     $ 472,180     $ 377,162     $ 13.98     $ (6,552,353 )
2021   $ 750,231     $ 505,360     $ 514,564     $ 407,285     $ 63.24     $ (5,645,179 )
   
Named Executive Officers, Footnote [Text Block]

 

(1) The CEO for 2023, 2022 and 2021 is Jeffrey Eisenberg. The Non-CEO NEOs for whom average compensation is presented in this table for 2023, 2022 and 2021 are James Parslow and Dr. Curtis Lockshin.
   
Summary Compensation Table Total for CEO $ 563,494 $ 632,827 $ 750,231
Compensation Actually Paid to CEO 560,385 425,619 505,360
Average Summary Compensation Table for Non-CEO NEOs 434,774 472,180 514,564
Average Compensation Actually Paid to Non-CEO NEOs $ 433,219 377,162 407,285
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

(2) The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.

 

(3) Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the table below in the “Minus Stock and Option Awards from Summ. Comp. Table” columns below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year, if any and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted, although there were no such awards for the CEO or the Non-CEO NEOs in 2021, 2022 or 2023. Equity values are calculated in accordance with ASC Topic 718.

 

 

  Year  

Summary Comp.

Table Total for

CEO

 

Minus Stock and

Option Awards

from Summ.

Comp. Table

 

Plus Year-End

Equity Value of

Unvested Awards

Granted During

Year

 

Plus Change in

Value of

Unvested Awards

Granted in Prior

Years

 

Plus Change in

Value of Prior

Years’ Awards

Vested During

Year

 

Comp. Actually

Paid to CEO

  2023   $ 563,494     $ 67,863     $ 59,661     $ 1,103     $ 3,990     $ 560,385  
  2022   $ 632,827     $ 98,882     $ 20,922     $ (37,387 )   $ (91,861 )   $ 425,619  
  2021   $ 750,231     $ 234,052     $ 105,378     $ (57,273 )   $ (58,924 )   $ 505,360  

 

 

 

 

  Year  

Avg. Summary

Comp. Table

Total for Other

NEOs

 

Minus Avg. Stock

and Option

Awards from

Summ. Comp.

Table

 

Plus Avg. Year-

End Equity Value

of Unvested

Awards Granted

During Year

 

Plus Avg. Change

in Value of

Unvested Awards

Granted in Prior

Years

 

Plus Avg. Change

in Value of Prior

Year’s Awards

Vested During

Year

 

Average Comp.

Actually Paid to

Other NEOs

  2023   $ 434,774     $ 33,932     $ 29,830     $ 552     $ 1,995     $ 433,219  
  2022   $ 472,180     $ 49,441     $ 10,461     $ (18,693 )   $ (37,345 )   $ 377,162  
  2021   $ 514,564     $ 117,026     $ 52,689     $ (21,166 )   $ (21,776 )   $ 407,285  

 

  For the equity values included in the above tables, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock options that vested during 2021, 2022 and 2023, or that were outstanding as of December 31, 2021, December 31, 2022 or December 31, 2023, as applicable, are as follows:

 

   

Options Vested During Year or Outstanding on

December 31 of:

   
    2023       2022 2021
  Expected Volatility 105.80% - 121.52%       123.60% - 135.86% 132.43% - 137.44%
  Risk-Free Interest Rate 3.54% - 4.80%       2.15% - 4.05% 1.00% - 1.27%
  Expected Dividend Yield 0%       0% 0%
  Expected Term (in years) 3.63 - 5.82       3.5 - 5.12 4.0 – 5.12

 

_______________

 

(4) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year of an investment of $100 in Xenetic common stock on December 31, 2020.

 

Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Net Loss

 

The Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our Non-CEO NEOs increased in 2023, which corresponded to the increase in the Company’s TSR and decrease in Net Loss in 2023. The CEO and Non-CEO NEOs Non-Equity Incentive Plan Compensation is determined based on our strategic, financial and operating performance objectives that have been established by the Compensation Committee. While not directly tied to stock price performance and/or net loss, these performance objectives have been established as core drivers of TSR.

   
Value of Initial Fixed $100 Investment Based on Total Shareholder Return $ 16.91 13.98 63.24
Net Loss $ (4,134,578) $ (6,552,353) $ (5,645,179)
PEO Name Jeffrey Eisenberg Jeffrey Eisenberg Jeffrey Eisenberg
PEO [Member] | Stock And Option Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (67,863) $ (98,882) $ (234,052)
PEO [Member] | Equity Value Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 59,661 20,922 105,378
PEO [Member] | Change In Value Of Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,103 (37,387) (57,273)
PEO [Member] | Change In Value Of Prior Year Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,990 (91,861) (58,924)
Non-PEO NEO [Member] | Stock And Option Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (33,932) (49,441) (117,026)
Non-PEO NEO [Member] | Equity Value Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 29,830 10,461 52,689
Non-PEO NEO [Member] | Change In Value Of Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 552 (18,693) (21,166)
Non-PEO NEO [Member] | Change In Value Of Prior Year Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 1,995 $ (37,345) $ (21,776)