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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance
The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (the “PEO”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 23 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.
Year
Summary
Compensation
Table Total
for PEO
(1)
Compensation
Actually Paid
to PEO
(2)(3)
Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers
(1)
Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers
(2)(3)
Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder
Return
(4)
Net
Income/(Loss)
(5)
(in thousands)
2023
2,955,504 2,074,733 1,338,174 386,006 60 (72,891)
2022
1,722,417 4,613,529 847,684 1,842,803 116 (51,403)
2021
3,369,929 1,256,212 1,629,972 712,084 42 (194,912)
(1)
Our PEO for 2023, 2022 and 2021 was Jill Milne, our current Chief Executive Officer and President. Our Other NEOs for 2023 were Noah Clauser, our Chief Financial Officer, and Chris Morabito, our Chief Medical Officer; our Other NEOs for 2022 were Andrew Nichols, our former Chief Scientific Officer, and Benjamin Harshbarger, our Chief Legal Officer; and our Other NEOs for 2021 were Andrew Nichols and Noah Clauser.
(2)
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
SCT Amounts
2,955,504 1,338,174 1,722,417 847,684 3,369,929 1,629,972
Adjustments for stock and option
awards:
(Subtraction): Aggregate value for
option awards included in SCT
Amounts for the covered fiscal
year
(2,016,728) (696,688) (793,900) (223,920) (2,532,483) (1,085,351)
Addition: Fair value at year end
of awards granted during the
covered fiscal year that are
outstanding and unvested at the
covered fiscal year end
1,102,811 380,971 2,221,123 754,612 401,222 171,952
Addition (Subtraction): Year-over-
year change in fair value of
awards granted in any prior
fiscal year that were
outstanding and unvested at the
covered fiscal year end
(1,020,128) (975,208) 1,161,660 383,316 (74,570) (32,040)
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
Addition: Vesting date fair value of awards granted and vesting during the covered fiscal year
Addition: Change as of the
vesting date (from the end of
the prior fiscal year) in fair
value of awards granted in any
prior fiscal year for which
vesting conditions were
satisfied during the covered
fiscal year
1,053,274 338,757 302,229 81,111 92,114 27,550
(Subtraction): Fair value at end of
prior year of awards granted in
any prior fiscal year that fail to
meet the applicable vesting
conditions during the covered
fiscal year
CAP Amounts (as calculated)
2,074,733 386,006 4,613,529 1,842,803 1,256,212 712,084
*
Amounts presented are averages for our Other NEOs in each respective year.
(3)
The material assumptions used to calculate fair values at December 31, 2023, December 31, 2022 and December 31, 2021 differed from those used to calculate the fair values at the time of grant as reflected in the SCT Amounts: (a) a weighted average exercise price was used; and (b) an average expected term of the remaining contractual life was used.
(4)
Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2020.
(5)
Reflects net losses in all three years, as calculated in accordance with GAAP.
   
Named Executive Officers, Footnote
(1)
Our PEO for 2023, 2022 and 2021 was Jill Milne, our current Chief Executive Officer and President. Our Other NEOs for 2023 were Noah Clauser, our Chief Financial Officer, and Chris Morabito, our Chief Medical Officer; our Other NEOs for 2022 were Andrew Nichols, our former Chief Scientific Officer, and Benjamin Harshbarger, our Chief Legal Officer; and our Other NEOs for 2021 were Andrew Nichols and Noah Clauser.
   
Peer Group Issuers, Footnote
(4)
Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2020.
   
PEO Total Compensation Amount $ 2,955,504 $ 1,722,417 $ 3,369,929
PEO Actually Paid Compensation Amount $ 2,074,733 4,613,529 1,256,212
Adjustment To PEO Compensation, Footnote
(2)
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
SCT Amounts
2,955,504 1,338,174 1,722,417 847,684 3,369,929 1,629,972
Adjustments for stock and option
awards:
(Subtraction): Aggregate value for
option awards included in SCT
Amounts for the covered fiscal
year
(2,016,728) (696,688) (793,900) (223,920) (2,532,483) (1,085,351)
Addition: Fair value at year end
of awards granted during the
covered fiscal year that are
outstanding and unvested at the
covered fiscal year end
1,102,811 380,971 2,221,123 754,612 401,222 171,952
Addition (Subtraction): Year-over-
year change in fair value of
awards granted in any prior
fiscal year that were
outstanding and unvested at the
covered fiscal year end
(1,020,128) (975,208) 1,161,660 383,316 (74,570) (32,040)
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
Addition: Vesting date fair value of awards granted and vesting during the covered fiscal year
Addition: Change as of the
vesting date (from the end of
the prior fiscal year) in fair
value of awards granted in any
prior fiscal year for which
vesting conditions were
satisfied during the covered
fiscal year
1,053,274 338,757 302,229 81,111 92,114 27,550
(Subtraction): Fair value at end of
prior year of awards granted in
any prior fiscal year that fail to
meet the applicable vesting
conditions during the covered
fiscal year
CAP Amounts (as calculated)
2,074,733 386,006 4,613,529 1,842,803 1,256,212 712,084
*
Amounts presented are averages for our Other NEOs in each respective year.
   
Non-PEO NEO Average Total Compensation Amount $ 1,338,174 847,684 1,629,972
Non-PEO NEO Average Compensation Actually Paid Amount $ 386,006 1,842,803 712,084
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
SCT Amounts
2,955,504 1,338,174 1,722,417 847,684 3,369,929 1,629,972
Adjustments for stock and option
awards:
(Subtraction): Aggregate value for
option awards included in SCT
Amounts for the covered fiscal
year
(2,016,728) (696,688) (793,900) (223,920) (2,532,483) (1,085,351)
Addition: Fair value at year end
of awards granted during the
covered fiscal year that are
outstanding and unvested at the
covered fiscal year end
1,102,811 380,971 2,221,123 754,612 401,222 171,952
Addition (Subtraction): Year-over-
year change in fair value of
awards granted in any prior
fiscal year that were
outstanding and unvested at the
covered fiscal year end
(1,020,128) (975,208) 1,161,660 383,316 (74,570) (32,040)
2023
2022
2021
Adjustments
PEO
Other NEOs*
PEO
Other NEOs*
PEO
Other NEOs*
Addition: Vesting date fair value of awards granted and vesting during the covered fiscal year
Addition: Change as of the
vesting date (from the end of
the prior fiscal year) in fair
value of awards granted in any
prior fiscal year for which
vesting conditions were
satisfied during the covered
fiscal year
1,053,274 338,757 302,229 81,111 92,114 27,550
(Subtraction): Fair value at end of
prior year of awards granted in
any prior fiscal year that fail to
meet the applicable vesting
conditions during the covered
fiscal year
CAP Amounts (as calculated)
2,074,733 386,006 4,613,529 1,842,803 1,256,212 712,084
*
Amounts presented are averages for our Other NEOs in each respective year.
   
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between CAP Amounts and cumulative Total Shareholder Return (“TSR”)
The following chart sets forth the relationship over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our cumulative TSR:
[MISSING IMAGE: bc_capandtsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income
Description of Relationship Between CAP Amounts and Net Income (Loss)
The following chart sets forth the relationship over the past three years of the CAP Amounts for our PEO and Other NEOs as compared to our net income (loss):
[MISSING IMAGE: bc_capandnetincome-4c.jpg]
   
Total Shareholder Return Amount $ 60 116 42
Net Income (Loss) $ (72,891,000) (51,403,000) (194,912,000)
PEO Name Jill Milne    
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (2,016,728) (793,900) (2,532,483)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,102,811 2,221,123 401,222
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,020,128) 1,161,660 (74,570)
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,053,274 302,229 92,114
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (696,688) (223,920) (1,085,351)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 380,971 754,612 171,952
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (975,208) 383,316 (32,040)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 338,757 81,111 27,550
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount