IMMERSION CORP
For the period ended Apr 4, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 4, 2024 · Filed Apr 4, 2024
Contents
Pay Versus Performance
As required by 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 of the Company for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2021, 2022 and 2023 calendar years. Note that for our NEOs other than our principal executive officer (the PEO), compensation is reported as an average.
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2021, 2022 and 2023, and our financial performance for each such fiscal year:
| Eric Singer · Jared Smith · Francis Jose | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year(1) | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO(2) | SCT Total for PEO | CAP to PEO (2) | SCT Total for PEO | CAP to PEO | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEO (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) | Net Income (millions) |
| 2023 | $3,902,822 | $2,644,047 | N/A | N/A | $173,429 | $175,902 | $878,950 | $462,923 | $62.75 | $33.98 |
| 2022 | N/A | N/A | N/A | N/A | $555,828 | $552,769 | $3,627,239 | $3,956,500 | $62.27 | $30.66 |
| 2021 | N/A | N/A | $236,481 | $(810,171) | $397,327 | $239,316 | $484,598 | $96,988 | $50.58 | $12.48 |
| (1) | During 2023, our Chief Executive Officer (PEO) was Eric Singer beginning on January 3, 2023 and Francis Jose through January 3, 2023. During 2021, our Interim Chief Executive Officer was Jared Smith through August 29, 2021, and Mr. Jose was appointed as our Chief Executive Officer effective as of August 30, 2021. The non-PEO NEOs in the 2023 reporting year were Aaron Akerman, Michael Dodson and William Martin. The non-PEO NEOs in the 2022 reporting year were Eric Singer, Aaron Akerman, and William Martin. The non-PEO NEOs in the 2021 reporting year were Eric Singer, Aaron Akerman and Michael Okada. |
| (2) | In order to calculate the average compensation “actually paid" (CAP) to our NEOs, we are required under the SEC rules to subtract from the value in the summary compensation table (SCT) the grant date fair value of equity awards (reflected in columns B and D below), and add back the following (reflected in columns C and E below): (i) the year-end fair value of any equity awards 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 that are granted and vest in the same applicable year, the fair value as of the vesting date; (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; (v) 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 (vi) 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. |
| SCT Total · Stock Awards Deducted · Stock Awards Added(a) · Options Deducted(b) · Options Added(b) · Total CAP | ||||||
|---|---|---|---|---|---|---|
| A · B · C · D · E · A – (B + D) + (C + E) | ||||||
| PEO | ||||||
| 2023 (Singer) | $ 3,902,822 | $1,537,007 | $278,233 | -- | -- | $2,644,047 |
| 2023(Jose) | $173,429 | -- | $2,473 | -- | -- | $175,902 |
| 2022 | $555,828 | -- | $(3,059) | -- | -- | $552,769 |
| 2021 (Jose) | $397,327 | $(158,011) | -- | -- | $239,316 | |
| 2021 (Smith) | $236,847 | $(810,171) | --- | $27,072 | $(546,251) | |
| Average Non-PEO NEOs | ||||||
| 2023 | $893,408 | $641,669 | $211,184 | -- | -- | $462,923 |
| 2022 | $3,627,239 | $2,775,301 | $3,207,819 | -- | $(103,257) | $3,956,500 |
| 2021 | $484,598 | -- | $(438,000) | -- | $50,390 | $96,988 |
| (a) | The fair value of performance-vested RSUs granted in 2022 to Messrs. Singer and Martin included in columns (B) and (C), reflect the same fair value as of the grant date and as of December 31, 2022 because the company determined that there had been no change in the probability of achievement. |
|---|---|
| (b) | The fair value of stock options reported for CAP purposes in columns (D) and (E) is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. |
As shown in the table above, turnover in our NEOs from year to year can have a material impact on the reported value of compensation “actually paid,” because the fair value of forfeited equity awards (measured as of the end of the year prior to the year of forfeiture) are reflected as a negative value in columns C and E of the table contained in footnote 2 to the Pay Versus Performance table.
In addition, changes in the market price of our common stock following the date of grant of an award can significantly impact the level of compensation that is actually paid to our NEOs. To assist in understanding the changes to the equity awards reflected above, the following table reflects the value of one share of our common stock as of each of the following dates. If that date reflects a non-business day, the value reported is the last trading date of the applicable calendar year:
| 12/29/2023 | 12/30/2022 | 12/31/2021 | 12/31/2020 | |
|---|---|---|---|---|
| Closing price of our common stock | $7.06 | $7.03 | $5.71 | $11.29 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.