We are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company as required by SEC rules. Please see “Narrative Disclosure to Summary Compensation Table” for discussion of the primary components of our compensation program.
Pay Versus Performance Table
| Year | | | Summary Compensation Table Total for PEO($)(1) | | | Compensation Actually Paid to PEO($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs($)(4) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return($)(5) | | | Net Loss($ in millions)(6) |
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| 2023 | | | 1,635,226 | | | 1,052,743 | | | 922,495 | | | 690,975 | | | 1.22 | | | (8.9) |
| 2022 | | | 602,736 | | | 44,735 | | | 494,835 | | | 332,859 | | | 2.33 | | | (14.1) |
| 2021 | | | 4,146,828 | | | 2,454,245 | | | 854,733 | | | 565,296 | | | 39.37 | | | (18.1) |
| (1) | Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Andreeff for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2023”. |
| (2) | Amounts reported reflect CAP for Mr. Andreeff, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Andreeff during the applicable year. The adjustments below were made to Mr. Andreeff’s total compensation for each year to determine the CAP for such fiscal year in accordance with the requirements of Item 402(v) of Regulation S-K. |
| Year | | | Reported Summary Compensation Table Total for PEO ($) | | | Less | | | Reported Value of Equity Awards ($)(a) | | | Plus | | | Equity Award Adjustments ($)(b) | | | Equals | | | CAP for PEO ($)(c) |
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| 2023 | | | 1,635,226 | | | - | | | 1,115,469 | | | + | | | 532,986 | | | = | | | 1,052,743 |
| 2022 | | | 602,736 | | | - | | | 133,566 | | | + | | | (424,435) | | | = | | | 44,735 |
| 2021 | | | 4,146,828 | | | - | | | 3,857,426 | | | + | | | 2,164,843 | | | = | | | 2,454,245 |
| (a) | Amounts reflects the sum of the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
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| (b) | The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) 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; (ii) 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; (iii) for awards granted in the applicable year and vest in the same year, the fair value as of the vesting date; and (iv) 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. No dividends or other earnings were paid on stock or option awards in any 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 for Mr. Andreeff are as follows: |
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| Year | | | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Total Equity Award Adjustments ($) |
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| 2023 | | | 330,374 | | | (6,515) | | | 212,482 | | | (3,355) | | | (532,986) |
| 2022 | | | 18,222 | | | (166,441) | | | 16,056 | | | (292,272) | | | (424,435) |
| 2021 | | | 483,420 | | | — | | | 1,680,222 | | | 1,201 | | | 2,164,843 |
| (3) | Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Andreeff) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2023”. The names of each of the other NEOs (excluding Mr. Andreeff) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Mr. Mathiesen and Ms. Favit-Van Pelt; and (ii) for 2021, Mr. Mathiesen, Joyce LaViscount, and Ms. Favit Van-Pelt. |
| (4) | Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Andreeff), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Andreeff) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Andreeff) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. |
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | | Less | | | Average Reported Value of Equity Awards ($) | | | Plus | | | Average Equity Award Adjustments ($)(a) | | | Equals | | | Average CAP for Non-PEO NEOs ($) |
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| 2023 | | | 922,495 | | | - | | | 447,394 | | | + | | | 215,874 | | | = | | | 690,859 |
| 2022 | | | 494,835 | | | - | | | 61,030 | | | + | | | (100,946) | | | = | | | 332,859 |
| 2021 | | | 854,733 | | | - | | | 476,697 | | | + | | | 187,260 | | | = | | | 565,296 |
| (a) | See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Andreeff) are as follows: |
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| Year | | | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Average Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Total Average Equity Award Adjustments ($) |
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| 2023 | | | 132,513 | | | (1,209) | | | 85,215 | | | (645) | | | 215,874 |
| 2022 | | | 3,216 | | | (47,571) | | | 4,774 | | | (61,951) | | | (100,946) |
| 2021 | | | 77,516 | | | 0 | | | 105,409 | | | 4,336 | | | 187,260 |
| (5) | Cumulative TSR is calculated as 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) | Amounts reflect the net income as reported in the Company’s audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
The Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee utilizes several performance measures to align executive compensation with Company performance, and only some of those Company measures are presented in the Pay versus Performance table above and the graphs below. The Compensation Committee has not previously used or considered CAP as computed in accordance with Item 402(v) of Regulation S-K to set target compensation amounts or align our NEO compensation to Company performance.
