Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 1 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 12, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation and Management Development Committee view the link between our performance and the pay of our principal executive officer, or PEO, and our NEOs.
​
Year
​ ​
Summary
Compensation
Table
Total for
First PEO(1)
($)
​ ​
Summary
Compensation
Table
Total for
Second
PEO(1)
($)
​ ​
Compensation
Actually
Paid to
First PEO(1)(2)(3)
($)
​ ​
Compensation
Actually
Paid to
Second
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
$100
Investment
based on
TSR ($)(4)
​ ​
Net Income
(Loss)
($ Thousands)(5)
​
​
2024
​ ​ ​ ​ 1,426,204 ​ ​ ​ ​ ​ 5,148,564 ​ ​ ​ ​ ​ 1,379,772 ​ ​ ​ ​ ​ 4,551,549 ​ ​ ​ ​ ​ 1,195,278 ​ ​ ​ ​ ​ 1,270,466 ​ ​ ​ ​ ​ 3.97 ​ ​ ​ ​ ​ (17,434) ​ ​
​
2023
​ ​ ​ ​ 1,358,952 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 553,945 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 717,241 ​ ​ ​ ​ ​ 448,400 ​ ​ ​ ​ ​ 4.81 ​ ​ ​ ​ ​ 18,691 ​ ​
​
2022
​ ​ ​ ​ 2,062,843 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (526,880) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 954,079 ​ ​ ​ ​ ​ 190,343 ​ ​ ​ ​ ​ 27.51 ​ ​ ​ ​ ​ (33,277) ​ ​
​
(1)
Stephen Yoder was our PEO until December 2024 (First PEO). Wesley Kaupinen was our PEO since December 2024 (Second PEO). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
​
​
2022
​ ​
2023
​ ​
2024
​
​
Thomas Bures
​ ​
Thomas Bures
​ ​
Kathleen Goin
​
​
Ahmed Mousa
​ ​
Shane Olwill
​ ​
Jeffrey Martini
​
​ ​ ​ ​ ​ ​ ​
Thomas Bures
​
​
(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 PEOs 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 First
PEO
($)
​ ​
Exclusion of
Stock Awards
and Option
Awards for
First PEO
($)
​ ​
Inclusion of
Equity Values
for First PEO
($)
​ ​
Compensation
Actually Paid
to First
PEO
($)
​
​
2024
​ ​ ​ ​ 1,426,204 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (46,432) ​ ​ ​ ​ ​ 1,379,772 ​ ​
​
Year
​ ​
Summary
Compensation
Table Total
for Second
PEO
($)
​ ​
Exclusion of
Stock Awards
and Option
Awards for
Second PEO
($)
​ ​
Inclusion of
Equity Values
for Second PEO
($)
​ ​
Compensation
Actually Paid
to Second
PEO
($)
​
​
2024
​ ​ ​ ​ 5,148,564 ​ ​ ​ ​ ​ (4,534,999) ​ ​ ​ ​ ​ 3,937,984 ​ ​ ​ ​ ​ 4,551,549 ​ ​
​
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
($)
​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
​
​
2024
​ ​ ​ ​ 1,195,278 ​ ​ ​ ​ ​ (607,313) ​ ​ ​ ​ ​ 682,501 ​ ​ ​ ​ ​ 1,270,466 ​ ​
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
First PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
First PEO
($)
​ ​
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for First PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for First
PEO
($)
​ ​
Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year
for First PEO
($)
​ ​
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
First PEO
($)
​ ​
Total-
Inclusion of
Equity
Values for
First PEO
($)
​
​
2024
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,947) ​ ​ ​ ​ ​ (42,485) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (46,432) ​ ​
​
Year
​ ​
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as
of Last Day
of Year for
Second PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Second PEO
($)
​ ​
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Second
PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for Second
PEO
($)
​ ​
Fair Value at
Last Day of
Prior Year
of
Equity
Awards
Forfeited
During Year
for Second
PEO
($)
​ ​
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included
for
Second PEO
($)
​ ​
Total-
Inclusion of
Equity
Values for
Second PEO
($)
​
​
2024
​ ​ ​ ​ 3,835,258 ​ ​ ​ ​ ​ 85,753 ​ ​ ​ ​ ​ 13,796 ​ ​ ​ ​ ​ 3,177 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,937,984 ​ ​
​
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
($)
​ ​
Average
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for Non-PEO
NEOs
($)
​ ​
Average Fair
Value at
Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
​ ​
Average
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included
for
Non-PEO
NEOs
($)
​ ​
Total-
Average
Inclusion of
Equity
Values for
Non-PEO
NEOs
($)
​
​
2024
​ ​ ​ ​ 520,114 ​ ​ ​ ​ ​ 159,479 ​ ​ ​ ​ ​ 2,804 ​ ​ ​ ​ ​ 5,443 ​ ​ ​ ​ ​ (5,339) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 682,501 ​ ​
(4)
Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
​
(5)
The dollar amounts reported represent the amount of net income (loss) for Palvella Therapeutics as reported in the Company’s audited financial statements for 2024 and 2023, and the net income (loss) of legacy Pieris Pharmaceuticals, Inc. as reported for 2022.
   
Named Executive Officers, Footnote    
(1)
Stephen Yoder was our PEO until December 2024 (First PEO). Wesley Kaupinen was our PEO since December 2024 (Second PEO). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
​
​
2022
​ ​
2023
​ ​
2024
​
​
Thomas Bures
​ ​
Thomas Bures
​ ​
Kathleen Goin
​
​
Ahmed Mousa
​ ​
Shane Olwill
​ ​
Jeffrey Martini
​
​ ​ ​ ​ ​ ​ ​
Thomas Bures
​
   
Adjustment To PEO Compensation, Footnote    
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs 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 First
PEO
($)
​ ​
Exclusion of
Stock Awards
and Option
Awards for
First PEO
($)
​ ​
Inclusion of
Equity Values
for First PEO
($)
​ ​
Compensation
Actually Paid
to First
PEO
($)
​
​
2024
​ ​ ​ ​ 1,426,204 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (46,432) ​ ​ ​ ​ ​ 1,379,772 ​ ​
​
Year
​ ​
Summary
Compensation
Table Total
for Second
PEO
($)
​ ​
Exclusion of
Stock Awards
and Option
Awards for
Second PEO
($)
​ ​
Inclusion of
Equity Values
for Second PEO
($)
​ ​
Compensation
Actually Paid
to Second
PEO
($)
​
​
2024
​ ​ ​ ​ 5,148,564 ​ ​ ​ ​ ​ (4,534,999) ​ ​ ​ ​ ​ 3,937,984 ​ ​ ​ ​ ​ 4,551,549 ​ ​
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
First PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
First PEO
($)
​ ​
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for First PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for First
PEO
($)
​ ​
Fair Value at
Last Day of
Prior Year of
Equity
Awards
Forfeited
During Year
for First PEO
($)
​ ​
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
First PEO
($)
​ ​
Total-
Inclusion of
Equity
Values for
First PEO
($)
​
​
2024
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,947) ​ ​ ​ ​ ​ (42,485) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (46,432) ​ ​
​
Year
​ ​
Year-End
Fair Value of
Equity
Awards
Granted
During Year
That
Remained
Unvested as
of Last Day
of Year for
Second PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity
Awards for
Second PEO
($)
​ ​
Vesting-Date
Fair Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Second
PEO
($)
​ ​
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for Second
PEO
($)
​ ​
Fair Value at
Last Day of
Prior Year
of
Equity
Awards
Forfeited
During Year
for Second
PEO
($)
​ ​
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included
for
Second PEO
($)
​ ​
Total-
Inclusion of
Equity
Values for
Second PEO
($)
​
​
2024
​ ​ ​ ​ 3,835,258 ​ ​ ​ ​ ​ 85,753 ​ ​ ​ ​ ​ 13,796 ​ ​ ​ ​ ​ 3,177 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,937,984 ​ ​
   
Non-PEO NEO Average Total Compensation Amount     $ 1,195,278 $ 717,241 $ 954,079
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,270,466 448,400 190,343
Adjustment to Non-PEO NEO Compensation Footnote    
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs 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
($)
​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
​
​
2024
​ ​ ​ ​ 1,195,278 ​ ​ ​ ​ ​ (607,313) ​ ​ ​ ​ ​ 682,501 ​ ​ ​ ​ ​ 1,270,466 ​ ​
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
($)
​ ​
Average
Change in
Fair Value
from Last
Day of Prior
Year to
Vesting Date
of Unvested
Equity
Awards that
Vested
During Year
for Non-PEO
NEOs
($)
​ ​
Average Fair
Value at
Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
​ ​
Average
Value of
Dividends or
Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included
for
Non-PEO
NEOs
($)
​ ​
Total-
Average
Inclusion of
Equity
Values for
Non-PEO
NEOs
($)
​
​
2024
​ ​ ​ ​ 520,114 ​ ​ ​ ​ ​ 159,479 ​ ​ ​ ​ ​ 2,804 ​ ​ ​ ​ ​ 5,443 ​ ​ ​ ​ ​ (5,339) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 682,501 ​ ​
   
Compensation Actually Paid vs. Total Shareholder Return    
[MISSING IMAGE: bc_tsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income    
[MISSING IMAGE: bc_netincome-pn.jpg]
   
Total Shareholder Return Amount     $ 3.97 4.81 27.51
Net Income (Loss)     (17,434,000) 18,691,000 (33,277,000)
PEO Name Wesley Kaupinen Stephen Yoder      
Stephen Yoder [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 1,426,204 1,426,204 1,358,952 2,062,843
PEO Actually Paid Compensation Amount   1,379,772 1,379,772 553,945 (526,880)
Wesley H. Kaupinen [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 5,148,564   5,148,564
PEO Actually Paid Compensation Amount 4,551,549   4,551,549
PEO | Stephen Yoder [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Stephen Yoder [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (46,432)      
PEO | Stephen Yoder [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Stephen Yoder [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Stephen Yoder [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Stephen Yoder [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Stephen Yoder [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (3,947)      
PEO | Stephen Yoder [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ 42,485      
PEO | Wesley H. Kaupinen [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,534,999)        
PEO | Wesley H. Kaupinen [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,937,984        
PEO | Wesley H. Kaupinen [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,835,258        
PEO | Wesley H. Kaupinen [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 85,753        
PEO | Wesley H. Kaupinen [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,796        
PEO | Wesley H. Kaupinen [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Wesley H. Kaupinen [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,177        
PEO | Wesley H. Kaupinen [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (607,313)    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     682,501    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     520,114    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     159,479    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     2,804    
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     5,443    
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (5,339)