Arcadia Biosciences Inc
For the period ended May 16, 2024. Filed May 16, 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.
May 16, 2024 · Filed May 16, 2024
Contents
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we provide the following disclosure, as it applies to smaller reporting companies, regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
In determining the “compensation actually paid” ("CAP") to our PEOs and NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table ("SCT") in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2021, 2022 and 2023 fiscal years. Note that for our NEOs other than the PEOs, compensation is reported as an average.
The following table sets forth information concerning the compensation of our PEOs and NEOs for each of the fiscal years ended December 31, 2023, 2022 and 2021, and our financial performance for each such fiscal year.
| FiscalYear | SCT Total for Stanley E. Jacot PEO | SCT Total for Kevin Comcowich PEO | SCT Total for Matthew T. Plavan PEO | CAP to Stanley E. Jacot Jr. PEO (1) | CAP to Kevin Comcowich PEO (1) | CAP to Matthew T. Plavan PEO (1) | Average SCT Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs (1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (2) | Net Loss(in thousands) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $525,177 | — | — | $487,532 | — | — | $363,404 | $342,561 | $8 | $(13,986) |
| 2022 | $749,467 | $208,088 | — | $565,206 | $145,945 | — | $430,709 | $318,669 | $30 | $(15,612) |
| 2021 | — | — | $1,606,004 | — | — | $909,432 | $451,126 | $272,771 | $59 | $(16,134) |
(1)
Compensation actually paid to our NEOs reflect the following adjustments for the fiscal years ended December 31, 2023, 2022 and 2021.
(2)
The amounts reported represent the measurement period value of an investment of $100 in our stock on December 31, 2021 (the last trading day before the 2022 fiscal year) and then valued again on each of December 30, 2022 (the last trading day of the 2022 fiscal year) and December 29, 2023 (the last trading day of the 2023 fiscal year), based on the closing price per share of the Company’s common stock as of such dates.
Adjustments to Determine Compensation "Actually Paid" to PEOs and NEOs
| 2023 · 2022 · 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Adjustments | Stanley E. Jacot Jr. PEO | Average Non-PEO NEOs (1) | Stanley E. Jacot Jr. PEO | Kevin Comcowich PEO | Average Non-PEO NEOs (2) | Matthew T. Plavan PEO | Average Non-PEO NEOs (3) |
| Deduct the amounts reported under the "Stock Awards" and "Option Awards" columns in the SCT. | $(10,021) | $(16,204) | $(249,506) | $(70,000) | $(97,809) | $(813,784) | $(211,437) |
| Add the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the covered year. | 3,221 | 4,435 | 65,245 | 7,857 | 17,581 | — | 42,159 |
| Add (Deduct) the change in fair value as of the end of the year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the covered year. | (30,864) | (9,600) | — | — | (33,816) | — | (10,234) |
| Add the fair value as of the vesting date for awards that are granted and vest in the same covered year. | — | — | — | — | — | — | — |
| Add (Deduct) the change in fair value from the end of the prior year to the vesting date for awards granted in prior years that vest in the covered year. | 19 | 526 | — | — | 2,004 | (36,769) | 1,158 |
| Deduct the fair value at the end of the prior fiscal year for awards granted in prior years that were forfeited during the covered year. | — | — | — | — | — | — | — |
| Add the value of any dividends, dividend equivalents, or other earnings paid on stock or option awards that are not otherwise reflected in the fair value of such award or included in any other component of total compensation | — | — | — | — | — | 153,981 | — |
| Total Adjustments | $(37,645) | $(20,844) | $(184,261) | $(62,143) | $(112,040) | $(696,572) | $(178,355) |
(1)
Non-PEO NEOs include Thomas J. Schaeffer, Chief Financial Officer and Laura Pitlik, former Chief Marketing Officer.
(2)
Non-PEO NEOs include Pam Haley, former Chief Financial Officer and Laura Pitlik, former Chief Marketing Officer.
(3)
Non-PEO NEOs include Pam Haley, former Chief Financial Officer, Laura Pitlik, former Chief Marketing Officer and Chris Cuvelier, former Chief Growth Officer.
Pay Versus Performance Narrative
The graphs below display the relationship between compensation actually paid to the PEOs and the average compensation actually paid to the non-PEO NEOs and the Company’s total shareholder return ("TSR") (based on a fixed investment of $100 on December 31, 2020) and net loss for the years presented. ap vs TSR FY21 - FY22
CAP vs. Net Loss FY21
CAP vs. TSR FY21 – FY22
CAP vs. Net Loss FY21 – FY22
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.