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S-3
SEELOS THERAPEUTICS, INC. filed this Form S-3 on 02/01/2019
Entire Document
 

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid by us during the years ended December 31, 2018 and 2017 to (1) our principal executive officer during fiscal year 2018 and (2) the other two most highly paid executive officers who were serving as executive officers as of December 31, 2018 (collectively our "Named Executive Officers"):

Name and Position

 

Year

 

Salary

 

Bonus (4)

 

Stock Awards (5)

 

Option
Awards (6)

 

Non-Equity
Incentive Plan
Compensation
(7)

 

All Other
Compensation

 

Total

Richard W. Pascoe, Former Chief Executive Officer, Secretary and Director (1)

 

2018

 

$

487,396

 

 

$

-

 

 

$

-

 

 

$

516,950

 

 

$

-

 

 

$

13,728

 

 

$

1,018,074

 

 

2017

 

$

487,396

 

 

$

97,479

 

 

$

64,000

 

 

$

-

 

 

$

176,681

 

 

$

13,036

 

 

$

838,592

 

 

Brian T. Dorsey, Former Senior Vice President, Chief Development Officer (2)

 

2018

 

$

319,300

 

 

$

   

 

$

-

 

 

$

126,600

 

 

$

-

 

 

$

13,115

 

 

$

459,015

 

 

2017

 

$

319,300

 

 

$

63,860

 

 

$

48,000

 

 

$

-

 

 

$

92,597

 

 

$

12,788

 

 

$

536,545

 

Neil Morton, Former Senior Vice President, Chief Business Officer (3)

 

2018

 

$

275,000

 

 

$

-

 

 

$

-

 

 

$

126,600

 

 

$

-

 

 

$

12,636

 

 

$

414,236

 

 

2017

 

$

275,000

 

 

$

55,000

 

 

$

48,000

 

 

$

-

 

 

$

79,750

 

 

$

12,006

 

 

$

469,756

 

(1)

Mr. Pascoe's employment was terminated on January 24, 2019. Mr. Pascoe's all other compensation in 2018 includes $11,000 for the Company's matching and profit sharing contribution to the 401(k) plan and $2,727.84 in life insurance premiums.

(2)

Mr. Dorsey's employment was terminated on August 30, 2018. Mr. Dorsey's all other compensation in 2018 includes $10,635 for the Company's matching and profit sharing contribution to the 401(k) plan and $2,480.16 in life insurance premiums.

(3)

Mr. Morton's employment was terminated on January 24, 2019. Mr. Morton's all other compensation in 2018 includes $11,000 for the Company's matching and profit sharing contribution to the 401(k) plan and $1,636.08 in life insurance premiums.

(4)

Represents the dollar amount of the special one-time bonus approved and ratified by the Compensation Committee on June 1, 2017, which was intended to recognize the efforts of such executives related to the sale of our ex-U.S. Vitaros business.

(5)

Represents the grant date fair value of the stock awards granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. For stock options granted to employees and directors, the Company recognizes compensation expense based on the grant-date fair value over the requisite service period of the awards, which is the vesting period. The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate: 2.27% - 2.29% volatility: 98.09% - 105.01% dividend yield: -% and expected term (in years): 5.00 - 6.08.

With respect to the performance-based RSUs granted to Mr. Pascoe, Mr. Dorsey and Mr. Morton in January 2017 and June 2017, the amounts in these columns include the grant-date fair value of such stock awards based upon the probable outcome of such conditions, all of which were not deemed probable of achievement. The full grant date fair value of these stock awards, assuming full achievement of the performance conditions to which such stock awards are subject, is as follows: Mr. Pascoe, $218,000; Mr. Dorsey, $163,500; and Mr. Morton, $163,500. A portion of the stock awards shown in the 2017 column of the table above relates to performance RSUs that were granted in June 2017 and vested upon resubmission of our Vitaros New Drug Application in August 2017.

(6)

Represents the grant date fair value of the stock option awards granted in 2018, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These figures do not reflect the amortized compensation expense or value received by the officer in the year indicated or that may be received by the officer with respect to such equity awards.

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