The Company and its Compensation Committee are committed to ensuring alignment between Company performance and executive compensation to encourage and reward management for the creation of stockholder value. This Pay versus Performance disclosure provides an additional perspective on our pay and performance alignment. This perspective is enhanced by the inclusion of Compensation Actually Paid (CAP) to our named executive officers, which captures the annual change in management’s total, company-derived wealth. This provides a distinct view from total compensation for our named executive officers as set forth in the “Summary Compensation Table” (SCT) pay, which captures the annual economic cost of compensation to the Company.
Pay Versus Performance Table
The following table shows the past two fiscal years’ of SCT pay, CAP, our indexed total shareholder return (TSR), and our net income.
Pay vs. Performance Table
| Year | Summary Compensation Table Total for PEO(1&2) | Compensation Actually Paid to PEO(1&3) | Average Summary Compensation Table Total for Non-PEO NEOs(1&2) | Average Compensation Actually Paid to Non-PEO NEOs(1&3) | Value of Initial Fixed $100 Investment Based OnTotal Shareholder Return(4) | Net Loss (thousands)(5) |
|---|
| 2024 | $1,977,203 | $1,827,392 | $925,686 | $896,816 | $9.03 | $(37,801) |
| 2023 | $4,714,041 | $(5,951,853) | $1,615,858 | $(2,144,042) | $8.44 | $(93,153) |
| 2022 | $6,096,281 | $9,344,904 | $3,264,086 | $4,502,064 | $135.05 | $(84,041) |
| (1) | The Company’s Principal Executive Officer (PEO) and Named Executive Officers (NEOs) included in these columns reflect the following: |
| Year | PEO | Non-PEO NEOs |
| 2024 | Mitchell Steiner | K. Gary Barnette and Harry Fisch |
| 2023 | Mitchell Steiner | Michele Greco and K. Gary Barnette |
| 2022 | Mitchell Steiner | K. Gary Barnette and Harry Fisch |
| (2) | Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. |
| (3) | The following table details the adjustment to the Summary Compensation Table Total Pay for our PEO and the average for our other NEOs, to determine “compensation actually paid”, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
| PEO | NEO Average |
|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 |
|---|
| Summary Compensation Table Total | $1,977,203 | $4,714,041 | $6,096,281 | $925,686 | $1,615,858 | $3,264,086 |
|---|
| Less: Reported Fair Value of Equity Awards(a) | (516,774) | (3,828,717) | (4,576,284) | (140,189) | (1,030,871) | (2,457,638) |
|---|
| Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(b) | 216,298 | 301,459 | 6,017,474 | 58,677 | 81,813 | 3,037,247 |
|---|
| Add: Fair Value of Equity Awards Granted in the Year that Vested in the Year(b) | 0 | 0 | 0 | 0 | 0 | 0 |
|---|
| Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b) | 156,453 | (1,999,699) | 674,112 | 55,479 | (761,211) | 318,334 |
|---|
| Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(b) | (5,788) | (5,138,937) | 1,133,321 | (2,837) | (2,049,631) | 340,035 |
|---|
| Less: Fair Value at end of Prior Year of Equity Awards Granted in Prior Years that Forfeited During the Year(b) | 0 | 0 | 0 | 0 | 0 | 0 |
|---|
| Compensation Actually Paid | $1,827,392 | $(5,951,853) | $9,344,904 | $896,816 | $(2,144,042) | $4,502,064 |
|---|
| (a) | The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
|---|
| (b) | Fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including expected term, expected volatility, expected dividend yield, and risk-free interest rates. See Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 16, 2024. |
|---|
| (4) | The amounts reflect the indexed total shareholder return of our Common Stock at the end of each fiscal year. In each case, assume an initial investment of $100 on September 30, 2021, and reinvestment of dividends, if any. |
| (5) | The dollar amounts reported represent the net income reflected in our audited financial statements for the applicable year. |
