Pay Versus Performance

As required by Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between “compensation actually paid” to our principal executive officers (“PEOs”) and the average of our other named executive officers (“NEOs”) and certain financial metrics of our Company. The following table also provides information regarding company performance over the same periods, as well as the relationship of “compensation actually paid” to our PEOs and NEOs to company performance.


													Value of Initial Fixed $100 Investment Based On:

Year	Summary Compensation Table Total for Satyavrat Shukla ($) (1)		Summary Compensation Table Total for Ankit Mahadevia ($) (1)		Compensation Actually Paid to Satyavrat Shukla ($) (2) (4)		Compensation Actually Paid to Ankit Mahadevia ($) (3) (4)		Average Summary Compensation Table Total Compensation for Other NEOs ($) (5)		Average Compensation Actually Paid to Other NEOs ($) (4) (6)		Company TSR ($) (7)	Net Income (loss) ($ in thousands) (8)
2023		2,024,647		2,385,905		2,020,658		2,622,030		1,446,848		1,487,365	8		22,806
2022		—		4,239,705		—		2,275,404		1,649,214		1,069,299	9		(46,415	)
2021		—		4,875,045		—		8,187,169		2,066,101		2,457,789	83		(89,756	)

(1)

Mr. Shukla and Dr. Mahadevia were our PEOs during 2023. Dr. Mahadevia was our PEO during 2022 and 2021. Reflects compensation (as reported in the Summary Compensation Table) for Mr. Shukla, who is our current President and Chief Executive Officer as of August 2023 and Dr. Mahadevia, who served as our President and Chief Executive Officer until August 2023. Thereafter, Dr. Mahadevia continued to serve as a member of the Board and serves as a consultant to the Company. Mr. Shukla previously served as our Chief Financial Officer.

(2)

Calculated in accordance with Item 402(v)(2) of Regulation

S-K.

The following adjustments were made to Mr. Shukla’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”.


Year	Summary Compensation Table Total ($)	Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a)			Deductions for Reported Grant Date Fair Value of Option ($)Awards		Additions for Pay Versus Performance Equity Adjustments ($) (b)		Compensation Actually Paid ($)
2023	2,024,647		(904,319	)		—		900,330		2,020,658

a)

Reflects the amounts reported in the Stock Awards column of the Summary Compensation Table in the relevant years.

b)

The pay versus performance equity adjustments reflect the aggregated sum of the following values in the relevant year.


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($)		Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)		Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)			Total Pay Versus Performance Equity Adjustments ($)
2023		144,845		762,756		(7,271	)		900,330

(3)

Calculated in accordance with Item 402(v)(2) of Regulation

S-K.

The following adjustments were made to Dr. Mahadevia’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”.


Year	Summary Compensation Table Total ($)		Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a)	Deductions for Reported Grant Date Fair Value of Option ($)Awards (a)			Additions for Pay Versus Performance Equity Adjustments ($) (b)		Compensation Actually Paid ($)
2023		2,385,905	(999,998)		—			1,236,123		2,622,030
2022		4,239,705	(1,499,998)		(1,499,324	)		1,035,021		2,275,404
2021		4,875,045	(1,300,000)		(2,650,765	)		7,262,889		8,187,169

a)

Reflects the amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table in the relevant years.

b)

The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($)	Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Total Pay Versus Performance Equity Adjustments ($)
2023	518,974	746,167	(29,018)	1,236,123
2022	4,749,671	(2,024,308)	(1,690,342)	1,035,021
2021	5,404,344	2,483,745	(625,200)	7,262,889

(4)

Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. RSUs are valued based on the closing stock price on the relevant measurement date. Stock options are valued using a Black-Scholes model as at the relevant measurement dates.

(5)

Reflects compensation for the following

non-Chief

Executive Officer NEOs:

2023: Ms. Joseph and Mr. Keutzer

2022: Mr. Shukla and Ms. Joseph

2021: Mr. Shukla and Cristina Larkin, our former Chief Operating Officer.

(6)

Average “compensation actually paid” for the

non-Chief

Executive Officer NEOs has been calculated in accordance with Item 402(v)(2) of Regulation

S-K.

The following adjustments were made to average Summary Compensation Table total compensation for each year to determine average “compensation actually paid.”


Year	Summary Compensation Table Total		Deductions for Reported Grant Date Fair Value of Stock Awards (a)			Deductions for Reported Grant Date Fair Value of Option Awards (a)			Additions for Pay Versus Performance Equity Adjustments (b)	Compensation Actually Paid
2023		1,446,848		(499,999	)		—		540,516		1,487,365
2022		1,649,214		(424,997	)		(424,807	)	269,889		1,069,299
2021		2,066,101		(399,994	)		(944,208	)	1,735,891		2,457,789

a)

Reflects the average amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table in the relevant years.

b)

The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.


Year	Average Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($)	Average Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Average Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Total Pay Versus Performance Equity Adjustments ($)
2023	147,945	371,929	20,642	540,516
2022	1,038,009	(525,283)	(242,837)	269,889
2021	888,331	952,763	(105,203)	1,735,891

(7)

As required under Item 201(e) of Regulation

S-K,

total shareholder return (“TSR”) measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or December 31, 2020, through and including the end of the applicable fiscal year for which total shareholder return is calculated, or December 31, 2021, December 31, 2022, and December 31, 2023, respectively.

(8)

The dollar amounts are our net income (loss) amounts reflected in our audited financial statements for the applicable year.

Adjustment To PEO Compensation, Footnote

(2)

Calculated in accordance with Item 402(v)(2) of Regulation

S-K.

The following adjustments were made to Mr. Shukla’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”.


Year	Summary Compensation Table Total ($)	Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a)			Deductions for Reported Grant Date Fair Value of Option ($)Awards		Additions for Pay Versus Performance Equity Adjustments ($) (b)		Compensation Actually Paid ($)
2023	2,024,647		(904,319	)		—		900,330		2,020,658

a)

Reflects the amounts reported in the Stock Awards column of the Summary Compensation Table in the relevant years.

b)

The pay versus performance equity adjustments reflect the aggregated sum of the following values in the relevant year.


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($)		Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)		Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)			Total Pay Versus Performance Equity Adjustments ($)
2023		144,845		762,756		(7,271	)		900,330

(3)

Calculated in accordance with Item 402(v)(2) of Regulation

S-K.

The following adjustments were made to Dr. Mahadevia’s total compensation as reported in the Summary Compensation Table to determine “compensation actually paid”.


Year	Summary Compensation Table Total ($)		Deductions for Reported Grant Date Fair Value of Stock Awards ($) (a)	Deductions for Reported Grant Date Fair Value of Option ($)Awards (a)			Additions for Pay Versus Performance Equity Adjustments ($) (b)		Compensation Actually Paid ($)
2023		2,385,905	(999,998)		—			1,236,123		2,622,030
2022		4,239,705	(1,499,998)		(1,499,324	)		1,035,021		2,275,404
2021		4,875,045	(1,300,000)		(2,650,765	)		7,262,889		8,187,169

a)

Reflects the amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table in the relevant years.

b)

The pay versus performance equity adjustments reflect the aggregated sum of the following values for the respective years.


Year	Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($)	Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Covered Year ($)	Total Pay Versus Performance Equity Adjustments ($)
2023	518,974	746,167	(29,018)	1,236,123
2022	4,749,671	(2,024,308)	(1,690,342)	1,035,021
2021	5,404,344	2,483,745	(625,200)	7,262,889

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,487,365

1,069,299

2,457,789

Compensation Actually Paid vs. Total Shareholder Return

The following graph visually describes the relationship between “compensation actually paid” to PEOs for each applicable year and the average “compensation actually paid” to our other

Non-Chief

Executive Officer NEOs, to the cumulative total stockholder return of our company.