The table below presents information on the compensation of our named executive officers in comparison to certain performance metrics for 2023 and 2022. The metrics are not those that the Compensation Committee of our Board uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total values for the applicable years.
| Year (1) | SummaryCompensationTable Totalfor PEO(2) | CompensationActually Paidto PEO(3) | Average SummaryCompensation TableTotal for non-PEONamed ExecutiveOfficers(4) | AverageCompensationActually Paid to non-PEO NamedExecutive Officers(5) | Value of InitialFixed $100Investment BasedOn TotalShareholder Return(6) | Net Income(7) |
|---|
| 2023 | $409,900 | $166,955 | $890,931 | $842,291 | $147.52 | $2,197,551 |
| 2022 | $845,544 | $318,570 | $436,824 | $304,363 | $215.52 | $7,128,532 |
| 2021 | $1,254,995 | $2,323,330 | $552,077 | $778,608 | $276.19 | $3,226,753 |
| (1) | Data presented for our last two fiscal years in compliance with Item 402(v)(8). |
| (2) | Represents total compensation to Jeffrey Eberwein, who served as our Chief Executive Officer during 2023 and 2022. |
| (3) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Eberwein, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Eberwein during the applicable year. The following adjustments were made to Mr. Eberwein’s total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations: |
| Adjustment to Determine CAP for PEO |
|---|
| Fiscal Year | 2021 | 2022 | 2023 |
|---|
| Average Total from Summary Compensation Table | $1,254,995 | $845,544 | $409,900 |
|---|
| (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(704,995) | $(367,380) | $— |
|---|
| (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,223,510 | $277,127 | $— |
|---|
| (+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $487,827 | $(138,739) | $(106,957) |
|---|
| (+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $61,993 | $(297,982) | $(135,988) |
|---|
| Compensation Actually Paid | $2,323,330 | $318,570 | $166,955 |
|---|
| (4) | In 2021 and 2022, represents the total compensation to Matthew Diamond, who served as our Chief Financial Officer and the only non-PEO named executive officer. In 2023, represents the average total compensation to Matthew Diamond and Jake Zabkowicz. |
| (5) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Diamond in 2021 and 2022, and to Mr. Diamond and Mr. Zabkowicz in 2023, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Diamond and/or Mr. Zabkowicz during the applicable year. The following adjustments were made to the Non-PEO NEO total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations: |
| Adjustments to Determine CAP for non-PEO NEO |
|---|
| Fiscal Year | 2021 | 2022 | 2023 |
|---|
| Average Total from Summary Compensation Table | $552,077 | $436,824 | $890,931 |
|---|
| (-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(200,520) | $(117,240) | $(500,007) |
|---|
| (+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $348,000 | $88,438 | $504,238 |
|---|
| (+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $79,051 | $(69,452) | $(29,096) |
|---|
| (+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — | $(34,207) | $(23,775) |
|---|
| Compensation Actually Paid | $778,608 | $304,363 | $842,291 |
|---|
| (6) | As we have not paid dividends, cumulative TSR is calculated by dividing $100 by the last closing price in 2020 to obtain a number of shares, and multiplying that number of shares by the closing price on the last trading day of the relevant measurement period. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
