As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of our company.
Pay Versus Performance
| Year | Summary Compensation Table Totals for PEO (1) (3) | Summary Compensation Table Totals for Former PEO (2) (3) | Compensation Actual Paid to PEO (1) (4) | Compensation Actual Paid to Former PEO (2) (4) | Average Summary Compensation Table Total for Non-PEO NEOs (5) (6) | Average Compensation Actual Paid to Non-PEO NEOs (4) (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (7) | Net Income (in thousands) (8) |
|---|
| 2025 | $826,168 | $0 | $655,878 | $0 | $736,244 | $391,429 | $178.56 | $23,686 |
| 2024 | $688,930 | $0 | $477,788 | $0 | $506,638 | $335,898 | $89.39 | $5,594 |
| 2023 | 658,320 | $653,384 | $305,320 | $653,384 | $417,947 | $263,509 | $70.20 | $(5,501) |
Notes:
| (1) | On July 13, 2022, Dr. Thomas McClelland was named Interim President and Chief Executive Officer of the Company. On January 17, 2023, Dr. McClelland was named as the Company’s President and Chief Executive Officer. |
| (2) | On July 8, 2022, Dr. Stanton Sloane resigned as President and Chief Executive Officer and as a member of the Board of Directors of the Company. Dr. Sloane served as President and Chief Executive Officer during a portion of fiscal year 2023. |
| (3) | The values reflected in these columns reflect the “Total Compensation” paid to the Company’s Principal Executive Officer and former Principal Executive Officer, as set forth in the Summary Compensation Table included in this and prior proxy statements. |
| (4) | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to the Company’s Principal Executive Officer, former Principal Executive Officer and Non-PEO Named Executive Officers, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for the Company’s Principal Executive Officer, former Principal Executive Officer and Non-PEO Named Executive Officers: |
| SCT Total for Covered Year · Stock Awards Deducted · Total Equity Awards [Adjustments] (a) · Total CAP |
|---|
| A · B · C · A- (B) + C |
|---|
| PEO |
|---|
| 2025 (McClelland) | $826,168 | $475,500 | $1,844,550 | $2,195,218 |
| 2024 (McClelland) | $688,930 | $345,500 | $959,685 | $1,303,115 |
| 2023 (Sloane) | $653,384 | $0 | $0 | $653,384 |
| Average Non-PEO NEOs |
|---|
| 2025 | $736,244 | $221,869 | $711,778 | $1,226,153 |
| 2024 | $506,638 | $103,650 | $352,213 | $755,201 |
| 2023 | $417,947 | $154,438 | $140,148 | $403,657 |
| (a) | The amounts deducted or added in calculating the “Total Equity Awards Adjustment” are as follows: |
| Covered Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) · Year over Year Change in Fair Value as of Covered Year End (as Compared to Prior Year End) of Outstanding and Unvested Equity Awards Granted in Prior Years and Outstanding and Unvested as of Covered Year End ($) · Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year ($) · Total Equity Award Adjustments ($) |
|---|
| PEO |
|---|
| 2025 (McClelland) | $930,000 | $454,950 | $459,600 | $1,844,550 |
| 2024 (McClelland) | $480,000 | $237,390 | $242,295 | $959,685 |
| 2023 (McClelland) | $326,750 | $(2,363) | $(1,181) | $323,206 |
| 2023 (Sloane) | $0 | $0 | $0 | $0 |
| Average Non-PEO NEOs |
|---|
| 2025 | $406,875 | $126,211 | $178,692 | $711,778 |
| 2024 | $144,000 | $117,985 | $90,228 | $352,213 |
| 2023 | $142,953 | $(1,920) | $(886) | $140,148 |
| (5) | During fiscal year 2025, 2024 and 2023, the non-PEO Named Executive Officers were Oleandro Mancini and Steven Bernstein. |
| (6) | The dollar amounts reported in this column represent the average of the amounts reported for our Named Executive Officers, other than our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to our non PEO Named Executive Officers during the applicable year. |
| (7) | Cumulative Total Share Return (“TSR”) represents the measurement period value of an investment of $100 in our stock on April 29, 2022 (the last day of trading before our 2023 fiscal year), the value again on April 28, 2023 (the last day of trading before our 2024 fiscal year) and the value again on April 30, 2024 (the last day of trading before our 2025 fiscal year). There was a $1 per share dividend paid in August of 2024. |
| (8) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
We generally seek to incentivize long-term performance, and therefore do not specifically align our performance criteria with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
