The following table shows the relationship between executive compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and our named executive officers and certain financial performance of the Company during the last three fiscal years ended December 31, 2023, 2022, and 2021.
| Year | | | SummaryCompensationTable Total forPEO(1) | | | CompensationActually Paid toPEO(2) | | | AverageSummaryCompensationTable Total forNon-PEO NEOs(3) | | | AverageCompensationActually Paid toNon-PEO NEOs(4) | | | Value of InitialFixed $100Investment BasedOn TotalShareholderReturn(5) | | | Net(Loss) Income (in millions)(6) |
|---|
| 2023 | | | $1,448,051 | | | $798,228 | | | $749,034 | | | $549,522 | | | $1.74 | | | ($64.813) |
| 2022 | | | $3,085,722 | | | ($9,499,962) | | | $1,330,842 | | | ($2,292,004) | | | $2.95 | | | ($285.415) |
| 2021 | | | $843,517 | | | ($12,931,114) | | | $588,328 | | | ($2,022,961) | | | $53.80 | | | $13.416 |
| (1) | Mr. Toler was our Chief Executive Officer for each of 2023, 2022, and 2021. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Toler for each corresponding year in the “Total” column of the Summary Compensation Table. The Summary Compensation Table for the years ended December 31, 2023 and 2022 can be found under “Executive Officer and Director Compensation” above. The Summary Compensation Table for the year ended December 31, 2021 can be found in our proxy statement filed with the SEC on April 19, 2023. |
| (2) | The dollar amounts reported in this column represent the CAP to Mr. Toler, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Toler during the applicable year. |
In accordance with SEC rules, the following adjustments were made to Mr. Toler’s total compensation for each year to determine CAP:
| Year | | | Reported Summary Compensation Table Total for PEO | | | Reported Value of Equity Awards(i) | | | Equity Award Adjustments(ii) | | | Compensation Actually Paid to PEO |
|---|
| 2023 | | | $1,448,051 | | | ($750,002) | | | $100,179 | | | $798,228 |
| 2022 | | | $3,085,722 | | | ($2,373,561) | | | ($10,212,123) | | | ($9,499,962) |
| 2021 | | | $843,517 | | | $0 | | | ($13,774,631) | | | ($12,931,114) |
| (i) | The grant date fair value of equity awards in this column represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
|---|
| (ii) | The equity award adjustments in this column include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (5) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (6) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|---|
| Year | | | YearEnd FairValue ofEquityAwards | | | Year overYear Changein Fair ValueofOutstandingand UnvestedEquityAwards | | | FairValue asofVestingDate ofEquityAwardsGrantedandVested inthe Year | | | Year overYearChange inFair Valueof EquityAwardsGranted inPrior Yearsthat Vestedin the Year | | | FairValueat theEnd ofthePriorYear ofEquityAwardsthatFailedto MeetVestingConditionsin theYear | | | Value ofDividends orotherEarningsPaid on Stockor OptionAwards notOtherwiseReflected inFair Value orTotalCompensation | | | TotalEquityAwardAdjustments |
|---|
| 2023 | | | $119,792 | | | ($47,502) | | | $86,566 | | | ($33,197) | | | ($25,480) | | | $0 | | | $100,179 |
| 2022 | | | $207,720 | | | ($4,494,860) | | | $499,997 | | | ($6,424,980) | | | $0 | | | $0 | | | ($10,212,123) |
| 2021 | | | $0 | | | ($12,877,246) | | | $0 | | | ($897,385) | | | $0 | | | $0 | | | ($13,774,631) |
| (3) | The dollar amounts reported this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Toler) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding |
Mr. Toler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, B. John Lindeman and Mark S. Parker, (ii) for 2022, B. John Lindeman and Mark S. Parker, and (iii) for 2021, B. John Lindeman, Terence A. Fitch and Joseph Rumley.
| (4) | The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding Mr. Toler), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Toler) during the applicable year. |
In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Toler) for each year to determine the CAP, using the same methodology described above in Footnote 2:
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | Average Reported Value of Equity Awards | | | Average Equity Award Adjustments(i) | | | Average Compensation Actually Paid to Non-PEO NEOs |
|---|
| 2023 | | | $749,034 | | | ($181,939) | | | ($17,573) | | | $549,522 |
| 2022 | | | $1,330,842 | | | ($870,411) | | | ($2,752,435) | | | ($2,292,004) |
| 2021 | | | $588,328 | | | ($141,678) | | | ($2,469,611) | | | ($2,022,961) |
| (i) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|---|
| Year | | | Average Year End Fair Value of Equity Awards | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | TotalAverage EquityAward Adjustments |
|---|
| 2023 | | | $36,435 | | | ($30,928) | | | $0 | | | ($14,533) | | | ($8,547) | | | $0 | | | ($17,573) |
| 2022 | | | $91,298 | | | ($1,844,693) | | | $153,953 | | | ($1,152,993) | | | $0 | | | $0 | | | ($2,752,435) |
| 2021 | | | $58,296 | | | ($2,773,796) | | | $9,277 | | | $236,612 | | | $0 | | | $0 | | | ($2,469,611) |
| (5) | The cumulative total shareholder return (“TSR”) amounts reported in this column are calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) | The dollar amounts reported this column are the Company’s net income amounts reflected in the Company’s audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
The following graphs address the relationship between CAP as disclosed in the Pay Versus Performance table and (i) the Company’s TSR and (ii) the Company’s net income (loss).
