The table below presents information of our principal executive officers (“PEO”) and our NEO’s in comparison to certain financial performance metrics for 2023, 2022 and 2021. The metrics are not those that the Compensation Committee uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the SCT total values for the applicable year as described in the footnotes to the table.
| Summary Compensation Table Total for PEOs (1)(2) · Compensation Actually Paid to PEOs (3) · Average Summary Compensation Table Total for Non-PEO · Average Compensation Actually Paid to Non-PEO NEOs (5) · Value of Initial Fixed $100 Investment Based on Total Shareholder · Net income (loss) |
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| Years · PEO 1 · PEO 2 · PEO 1 · PEO 2 · NEOs (4) · Return (6) · ((000’s) |
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| 2023 | N/A | 564,405 | N/A | 376,905 | 462,531 | 389,314 | $52 | $73 |
| 2022 | 454,300 | 566,923 | 492,633 | 466,923 | 322,485 | 332,751 | $97 | $(73) |
| 2021 | 405,417 | N/A | 340,417 | N/A | 269,792 | 251,592 | $78 | $(1,297) |
| (1) | Anthony Angelini (“PEO 1”) served as our PEO through November 14, 2022, at which time Darryll E. Dewan (“PEO 2”) became the PEO and served for the remainder of the year 2022 and all of 2023. |
| (2) | Amounts in this column represent the “Total” column set forth in the SCT on page 9. See the footnotes to the SCT for further detail regarding the amounts in these columns. |
| (3) | The dollar amounts reported in these columns represent the amounts of “compensation actually paid”. The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our consolidated financial statements under GAAP). |
The following table reflects the adjustments made to SCT total compensation to compute CAP for the position of PEO and average CAP for our other NEOs
| Position | Year | Summary Compensation Table Total | Equity Deductions from SCT total (a) | CAP of Equity Vesting during FY (b) | CAP of Unvested Equity at FYE (c) | Compensation Actually Paid |
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| PEO 1 | 2023 | N/A | N/A | N/A | N/A | N/A |
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| 2022 | $454,300 | - | 38,333 | - | $492,633 |
| 2021 | $405.417 | - | (21,667) | (43,333) | $340,417 |
| PEO 2 | 2023 | $564,405 | - | (62,500) | (125,000) | $376,905 |
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| 2022 | $566,923 | (12,500) | - | 412,500 | $466,923 |
| 2021 | N/A | N/A | N/A | N/A | N/A |
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| Non-PEO NEO’s | 2023 | $462,531 | (59,000) | (44,217) | 30,000 | $389,314 |
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| 2022 | $322,485 | 5,133 | - | 5,133 | $322,751 |
| 2021 | $269,792 | (6,067) | (12,133) | - | $251,592 |
| (a) | The amount in this row represents the grant date fair value of equity-based awards granted during each year. (For this purpose, the fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End.) |
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| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (ii) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as if the vesting date (from the end of the prior fiscal year). |
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| (c) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (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 in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. |
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| (4) | Our non-PEO named executive officers for 2023 were John K. Penver and Karl T. Marrott, and in 2022 and 2021 our non-PEO named executive officers were John K. Penver and Kieran P. Brennan. The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. See note (3) above. |
| (5) | The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group, as computed in accordance with the Pay Verses Performance Rules. They do not reflect the actual average amount of compensation earned or paid to the NEOs as a group during the applicable year. |
| (6) | Cumulative total shareholder return (“TSR”) is calculated by dividing 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. There were no dividends for the common stock. The beginning of the measurement period for calculating the cumulative total shareholder return was the Company’s share price at December 31, 2020. |
