Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Entity Central Index Key | 0000899460 |
Amendment Flag | false |
Document Type | PRE 14A |
Entity Registrant Name | MANNKIND CORPORATION |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis beginning on page 51 . Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above. (a) (b) (c) (d) (e) (f) (g) (h) (i) Value of Initial Fixed $100 Investment Based on:(4) Year Summary Compensation Table Total for PEO ($)(1)(2) Compensation Actually Paid to PEO ($)(3) Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) Total Shareholder Return ($) NASDAQ Biotechnology Index Total Shareholder Return ($) Net Loss (thousands)(5) Total Revenue (thousands)(6) 2022 $ 3,905,058 $ 9,653,678 $ 1,481,321 $ 2,201,087 $ 408.53 $ 113.65 ($ 87,400 ) $ 99,770 2021 $ 4,030,833 $ 7,317,812 $ 1,730,384 $ 3,037,694 $ 338.76 $ 126.45 ($ 80,926 ) $ 75,442 2020 $ 3,563,295 $ 7,424,884 $ 1,613,615 $ 3,137,880 $ 242.64 $ 126.42 ($ 57,240 ) $ 65,144 (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year: Year PEO(s) Non-PEO NEOs 2022 Michael E. Castagna Steven B. Binder, Alejandro Galindo, Joseph Kocinsky, Sanjay Singh, David B. Thomson, and Stuart Tross 2021 Michael E. Castagna Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart Tross 2020 Michael E. Castagna Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart Tross (2) The dollar amounts reported in column (b) and (d) are the amounts of total compensation reported for Mr. Castagna (our Chief Executive Officer and PEO) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (3) The dollar amounts reported in column (c) and (e) represent the amount of CAP to Mr. Castagna and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP: 2020 2021 2022 PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs Summary Compensation Table Total $ 3,563,295 $ 1,613,615 $ 4,030,833 $ 1,730,384 $ 3,905,058 $ 1,481,321 Deduct: Grant Date Fair Value of "Stock Awards” Column in the Summary Compensation Table for Applicable FY ($ 2,580,300 ) ($ 1,032,800 ) ($ 2,911,592 ) ($ 1,028,744 ) ($ 2,646,400 ) ($ 906,783 ) Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End $ 5,130,170 $ 2,053,320 $ 2,832,800 $ 1,001,485 $ 5,338,040 $ 1,451,183 Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End $ 1,206,319 $ 460,190 $ 2,859,986 $ 1,140,698 $ 3,289,447 $ 846,513 Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY $ 105,400 $ 43,555 $ 505,786 $ 193,871 ($ 232,467 ) ($ 68,276 ) Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY $ 0 $ 0 $ 0 $ 0 $ 0 ($ 602,871 ) Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 CAP $ 7,424,884 $ 3,137,880 $ 7,317,812 $ 3,037,694 $ 9,653,678 $ 2,201,087 (4) The amounts reflect the cumulative total shareholder return of our common stock (column (f)) and the NASDAQ Biotechnology Index (column (g)) at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any. (5) The dollar amounts reported in column (h) represent the net loss as reported in the Company’s audited financial statements for the applicable year. (6) As required by Item 402(v) of Regulation S-K, we have determined that Total Revenue is the Company-Selected Measure. | ||
Company Selected Measure Name | Total Revenue | ||
Named Executive Officers, Footnote [Text Block] | (1) The following individuals are our PEO and other non-PEO NEOs for each fiscal year: Year PEO(s) Non-PEO NEOs 2022 Michael E. Castagna Steven B. Binder, Alejandro Galindo, Joseph Kocinsky, Sanjay Singh, David B. Thomson, and Stuart Tross 2021 Michael E. Castagna Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart Tross 2020 Michael E. Castagna Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart Tross | ||
PEO Total Compensation Amount | $ 3,905,058 | $ 4,030,833 | $ 3,563,295 |
PEO Actually Paid Compensation Amount | 9,653,678 | 7,317,812 | 7,424,884 |
Non-PEO NEO Average Total Compensation Amount | 1,481,321 | 1,730,384 | 1,613,615 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,201,087 | 3,037,694 | 3,137,880 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 2020 2021 2022 PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs PEO Average Non-PEO NEOs Summary Compensation Table Total $ 3,563,295 $ 1,613,615 $ 4,030,833 $ 1,730,384 $ 3,905,058 $ 1,481,321 Deduct: Grant Date Fair Value of "Stock Awards” Column in the Summary Compensation Table for Applicable FY ($ 2,580,300 ) ($ 1,032,800 ) ($ 2,911,592 ) ($ 1,028,744 ) ($ 2,646,400 ) ($ 906,783 ) Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End $ 5,130,170 $ 2,053,320 $ 2,832,800 $ 1,001,485 $ 5,338,040 $ 1,451,183 Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End $ 1,206,319 $ 460,190 $ 2,859,986 $ 1,140,698 $ 3,289,447 $ 846,513 Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY $ 105,400 $ 43,555 $ 505,786 $ 193,871 ($ 232,467 ) ($ 68,276 ) Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY $ 0 $ 0 $ 0 $ 0 $ 0 ($ 602,871 ) Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 CAP $ 7,424,884 $ 3,137,880 $ 7,317,812 $ 3,037,694 $ 9,653,678 $ 2,201,087 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | CAP vs Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid vs Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | CAP vs Total Revenue | ||
Tabular List [Table Text Block] | The most important financial performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the company’s performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 51 . • Total shareholder return; • Deliver on Tyvaso DPI launch; • Drive endocrinology business; and • Advance pipeline opportunities. | ||
Total Shareholder Return Amount | $ 408.53 | 338.76 | 242.64 |
Peer Group Total Shareholder Return Amount | 113.65 | 126.45 | 126.42 |
Net Income (Loss) | $ 87,400,000 | $ 80,926,000 | $ 57,240,000 |
Company Selected Measure Amount | 99,770,000 | 75,442,000 | 65,144,000 |
PEO Name | Michael E. Castagna | Michael E. Castagna | Michael E. Castagna |
Additional 402(v) Disclosure [Text Block] | All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total shareholder return; | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Deliver on Tyvaso DPI launch; | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Drive endocrinology business; and | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Advance pipeline opportunities. | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 9,653,678 | $ 7,317,812 | $ 7,424,884 |
PEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,646,400) | (2,911,592) | (2,580,300) |
PEO [Member] | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,338,040 | 2,832,800 | 5,130,170 |
PEO [Member] | Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,289,447 | 2,859,986 | 1,206,319 |
PEO [Member] | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (232,467) | 505,786 | 105,400 |
PEO [Member] | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,201,087 | 3,037,694 | 3,137,880 |
Non-PEO NEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (906,783) | (1,028,744) | (1,032,800) |
Non-PEO NEO [Member] | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,451,183 | 1,001,485 | 2,053,320 |
Non-PEO NEO [Member] | Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 846,513 | 1,140,698 | 460,190 |
Non-PEO NEO [Member] | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (68,276) | 193,871 | 43,555 |
Non-PEO NEO [Member] | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (602,871) | 0 | 0 |
Non-PEO NEO [Member] | Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |