TREACE MEDICAL CONCEPTS, INC.
For the period ended Apr 2, 2024. Filed Apr 2, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2024 · Filed Apr 2, 2024
Contents
PAY VERSUS PERFORMANCE
The following table and graphs provide information required under the SEC's "pay versus performance" rules over the last two years as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The graphs below show the relationship of "compensation actually paid" to our principal executive officer ("PEO") and other NEOs in 2022 and 2023.
| Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return: Value of Initial $100 Investment (5) | Net Income |
|---|---|---|---|---|---|---|
| 2023 | $8,422,635 | $2,838,120 | $3,974,434 | $(236,975) | $68 | $(49,527,000) |
| 2022 | $3,617,249 | $4,320,166 | $1,483,378 | $3,117,740 | $123 | $(42,815,000) |
(1) Mr. Treace was the PEO for each of the years presented. The Non-PEO NEOs for the years presented are Messrs. Hair and Berutti.
(2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the other NEOs in the indicated year for such years.
(3) Amounts reported in these columns represent the compensation actually paid to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below:
| PEO · 2022 · 2023 | ||||
|---|---|---|---|---|
| Summary Compensation-Table Total Compensation | $3,617,249 | $8,422,635 | ||
| Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,580,560 | $7,328,555 | ||
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $3,283,477 | $3,172,507 | ||
| Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $ | - | $(1,479,819) | |
| Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | - | $ | - |
| Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | - | $51,352 | |
| Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | - | $ | - |
| Equals: Compensation Actually Paid | $4,320,166 | $2,838,120 | ||
Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(4) Amounts reported in this column represent the compensation actually paid to the Reported NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:
| (Non-PEO NEOs) · 2022 · 2023 | ||||
|---|---|---|---|---|
| Summary Compensation-Table Total Compensation | $1,483,378 | $3,974,434 | ||
| Less: Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $909,370 | $3,432,474 | ||
| Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,227,966 | $1,487,387 | ||
| Plus: Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $998,374 | $(1,634,619) | ||
| Plus: Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | - | $ | - |
| Plus: Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $317,392 | $(631,703) | ||
| Less: Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | - | $ | - |
| Equals: Compensation Actually Paid | $3,117,740 | $(236,975) | ||
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(5) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on December 31, 2021, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance.
Relationship Between Compensation Actually Paid and Performance Measures
"Compensation actually paid," as calculated per SEC Item 402(v) of Regulation S-K ("CAP"), reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals.
Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how our compensation committee assessed "pay-for-performance" and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the Narrative to Summary Compensation Table section.
Below are graphs showing the relationship of "Compensation Actually Paid" to our PEO and non-PEO NEOs for our fiscal years 2022 and 2023 to (1) TSR of our common stock and (2) our net income.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.