SOCKET MOBILE INC
For the period ended Jun 4, 2025. Filed Apr 16, 2025.
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Jun 4, 2025 · Filed Apr 16, 2025
Contents
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures or included a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K in the table. For further information concerning the company’s compensation philosophy and how the company aligns executive compensation with the company’s performance, refer to “Compensation Discussion and Analysis” above. The table below summarizes compensation values reported in our Summary Compensation Table. Note that compensation for our NEOs other than our chief executive officer (“CEO”) is reported as average.
| (a) · · · (b) · · · (c) · · · (d) · · · (e) · · · (f) · (g) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year (1) | | | Summary Compensation Table Total for CEO ($)(2) | | | Compensation Actually Paid to CEO ($)(3) | | | Average Summary Compensation Total for Non- CEO Named Executive Officers ($)(4) | | | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(5) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (6) | | | Net Income (Loss)($) |
| 2024 | | | $352,800 | | | $409,677 | | | $275,734 | | | $300,164 | | | $ 32.60 | | | ($2,242,350) |
| 2023 | | | $364,000 | | | $275,950 | | | $288,433 | | | $224,312 | | | $ 28.43 | | | ($1,919,154) |
| 2022 | | | $529,688 | | | $187,806 | | | $369,338 | | | $161,051 | | | $ 47.30 | | | $ 86,931 |
| (1) | For 2023, 2022 and 2021, Kevin Mills was our CEO and Leonard L. Ott, Lynn Zhao and David A. Holmes were our Non-CEO Named Executive Officers. |
| (2) | The dollar amounts reported are the amounts of total compensation reported for Mr. Mills for each corresponding year in the “Total” column of the Summary Compensation Table. |
| (3) | The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Mills, 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 Mr. Mills during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Mills’ total compensation for each year to determine the compensation actually paid: |
| Year | | | Summary Compensation Table (SCT) Total | | | Stock and Option Awards Granted during Year and included in the SCT | | | Year-End Fair Value of Stock Awards Granted during Year and Remain Unvested | | | Change in Fair Value of Equity Awards Unvested at Prior Year End and at Year End | | | Change in Fair Value of Equity Awards Unvested at Prior Year End that Vested during the Year | | | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | $352,800 | | | ($29,700) | | | $34,800 | | | $54,847 | | | ($3,070) | | | $409,677 |
| 2023 | | | $364,000 | | | ($64,000) | | | $34,530 | | | ($52,348) | | | ($6,231) | | | $275,950 |
| 2022 | | | $529,688 | | | ($185,367) | | | $90,903 | | | ($204,650) | | | ($42,768) | | | $187,806 |
| (4) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. |
| (5) | For non-CEO named executive officers, the follow amounts were added and deducted to the Summary Compensation Table amount to determine the 'compensation actually paid' as determined in accordance with SEC regulations |
| Year | | | Average Reported Summary Compensation Table (SCT) Total | | | Average Reported Value of Stock and Option Awards Granted during Year and included in the SCT | | | Average Year-End Fair Value of Stock Awards Granted during Year and Remain Unvested | | | Average Change in Fair Value of Equity Awards Unvested at Prior Year End and at Year End | | | Average Change in Fair Value of Equity Awards Unvested at Prior Year End that Vested during the Year | | | Total |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | $275,734 | | | ($ 22,515) | | | $24,360 | | | $23,394 | | | ($ 809) | | | $300,164 |
| 2023 | | | $288,433 | | | ($ 49,667) | | | $26,797 | | | ($39,934) | | | ($ 1,318) | | | $224,312 |
| 2022 | | | $369,338 | | | ($122,824) | | | $60,216 | | | ($123,416) | | | ($22,263) | | | $161,051 |
| (6) | For each of 2024, 2023 and 2022, total shareholder return for the Company was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2021. Because fiscal years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
Analysis of the Information Presented in the Pay Versus Performance Table
As described in more detail above in “ELEMENTS OF EXECUTIVE COMPENSATION,” the Company’s executive compensation program reflects a performance-driven compensation philosophy. The Company utilizes revenue and adjusted EBITDA measures to align executive variable compensation with Company performance. Moreover, the Company generally seeks to incentivize long-term performance, and therefore specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.
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