Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted by the Securities and Exchange Commission. For further information regarding our performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”
Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(1)(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | | | Value of Initial Fixed $100 Investment based on:(4) | | | Net Income (Loss) ($ Millions)(5) | | | TSR ($) | | | Peer Group TSR ($) | | 2023 | | | | | 3,719,061 | | | | | | 3,730,478 | | | | | | 1,026,666 | | | | | | 1,042,395 | | | | | | 24.45 | | | | | | 118.87 | | | | | | (95.9) | | | 2022 | | | | | 3,497,622 | | | | | | (1,088,019) | | | | | | 892,363 | | | | | | 601,344 | | | | | | 27.74 | | | | | | 113.65 | | | | | | 28.3 | | | 2021 | | | | | 2,516,170 | | | | | | (16,112,693) | | | | | | 611,020 | | | | | | 230,396 | | | | | | 67.70 | | | | | | 126.45 | | | | | | (92.2) | | | 2020 | | | | | 20,409,916 | | | | | | 41,484,902 | | | | | | 1,168,689 | | | | | | 1,740,335 | | | | | | 186.13 | | | | | | 126.42 | | | | | | (170.5) | | |
(1)
Helen Sabzevari was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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2020
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2021
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2022-2023
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Donald P. Lehr
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Harry Thomasian Jr.
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Harry Thomasian Jr.
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Jeffery Perez
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Donald P. Lehr
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Donald P. Lehr
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Rick Sterling
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Jeffery Perez
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Jeffery Perez
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Randal Kirk
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Rick Sterling
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Rutul Shah
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Brad Osborne
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James V. Lambert
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(2)
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 NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Stock Awards and Option Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | | 2023 | | | | | 3,719,061 | | | | | | (2,700,681) | | | | | | 2,712,098 | | | | | | 3,730,478 | | |
Year | | | Average Summary Compensation Table Total for Non-PEO NEOS ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | | | | | 1,026,666 | | | | | | (496,530) | | | | | | 512,259 | | | | | | 1,042,395 | | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Total – Inclusion of Equity Values for PEO ($) | | 2023 | | | | | 1,794,704 | | | | | | (219,748) | | | | | | 1,069,717 | | | | | | 67,425 | | | | | | 2,712,098 | | |
Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | | | | | 393,948 | | | | | | (24,822) | | | | | | 139,775 | | | | | | 3,358 | | | | | | 512,259 | | |
(4)
The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of 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, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
Reflects “Net Income (loss)” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years.
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Named Executive Officers, Footnote |
(1) Helen Sabzevari was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
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2020
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2021
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2022-2023
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Donald P. Lehr
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Harry Thomasian Jr.
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Harry Thomasian Jr.
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Jeffery Perez
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Donald P. Lehr
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Donald P. Lehr
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Rick Sterling
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Jeffery Perez
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Jeffery Perez
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Randal Kirk
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Rick Sterling
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Rutul Shah
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Brad Osborne
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James V. Lambert
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Changed Peer Group, Footnote |
(4) The Peer Group TSR set forth in this table utilizes the NASDAQ Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of 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, 2019, through the end of the listed year in the Company and in the NASDAQ Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance
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PEO Total Compensation Amount |
$ 3,719,061
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$ 3,497,622
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$ 2,516,170
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$ 20,409,916
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PEO Actually Paid Compensation Amount |
$ 3,730,478
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(1,088,019)
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(16,112,693)
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41,484,902
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Adjustment To PEO Compensation, Footnote |
(3)
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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Stock Awards and Option Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | | 2023 | | | | | 3,719,061 | | | | | | (2,700,681) | | | | | | 2,712,098 | | | | | | 3,730,478 | | | The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Total – Inclusion of Equity Values for PEO ($) | | 2023 | | | | | 1,794,704 | | | | | | (219,748) | | | | | | 1,069,717 | | | | | | 67,425 | | | | | | 2,712,098 | | |
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Non-PEO NEO Average Total Compensation Amount |
$ 1,026,666
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892,363
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611,020
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1,168,689
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,042,395
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601,344
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230,396
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1,740,335
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Adjustment to Non-PEO NEO Compensation Footnote |
(3)
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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Year | | | Average Summary Compensation Table Total for Non-PEO NEOS ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | | | | | 1,026,666 | | | | | | (496,530) | | | | | | 512,259 | | | | | | 1,042,395 | | | The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | | | | | 393,948 | | | | | | (24,822) | | | | | | 139,775 | | | | | | 3,358 | | | | | | 512,259 | | |
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Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 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, the Company cumulative TSR over the four most recently completed fiscal years and the NASDAQ Biotechnology Index TSR over the same period.
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Compensation Actually Paid vs. Net Income |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (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 Income (loss) during the four most recently completed fiscal years.
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Total Shareholder Return Vs Peer Group |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 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, the Company cumulative TSR over the four most recently completed fiscal years and the NASDAQ Biotechnology Index TSR over the same period.
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Total Shareholder Return Amount |
$ 24.45
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27.74
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67.7
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186.13
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Peer Group Total Shareholder Return Amount |
118.87
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113.65
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126.45
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126.42
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Net Income (Loss) |
$ (95,900,000)
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$ 28,300,000
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$ (92,200,000)
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$ (170,500,000)
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PEO Name |
Helen Sabzevari
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PEO | Exclusion of Stock Awards and Option Awards |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (2,700,681)
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PEO | Inclusion of Equity Values |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
2,712,098
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PEO | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
1,794,704
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PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(219,748)
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PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
1,069,717
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PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
67,425
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Non-PEO NEO | Exclusion of Stock Awards and Option Awards |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(496,530)
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Non-PEO NEO | Inclusion of Equity Values |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
512,259
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Non-PEO NEO | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
393,948
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Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(24,822)
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Non-PEO NEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
139,775
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Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 3,358
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