As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, 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 reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2023 and 2024 fiscal years.
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment based on TSR (5) | Net (Loss) Income (6) |
|---|
| 2024 | $1,327,105 | $969,728 | $640,002 | $614,052 | $22.31 | $(11,666,000) |
| 2023 | 482,958 | 517,759 | 328,345 | 329,503 | 35.49 | (9,642,000) |
| 2022 | 1,956,575 | 492,084 | 337,907 | 199,916 | 32.33 | (8,330,000) |
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Pickens, our Chief Executive Officer (the “PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table. For additional information, see “Executive Compensation—Summary Compensation Table.” |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Pickens, 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 to, Mr. Pickens during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Pickens’s total compensation as reported in the Summary Compensation Table for each year to determine compensation actually paid: |
| Year | Reported Summary Compensation Table Total for PEO | Exclusion of Reported Value of Equity Awards | Equity Award Adjustments (2b) | Compensation Actually Paid to PEO |
|---|
| 2024 | $1,327,105 | $(463,158) | $105,782 | $969,728 |
| 2023 | 482,958 | — | 34,801 | 517,759 |
| 2022 | 1,956,575 | (1,096,114) | (368,377) | 492,084 |
| (2a) | Represents the total of the amounts reported in the “Stock Awards” and "Options" columns in the Summary Compensation Table for the applicable year. |
| (2b) | 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 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 same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested 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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments |
|---|
| 2024 | $463,158 | $(248,384) | $— | $(108,992) | $— | $— | $105,782 |
| 2023 | — | 75,721 | — | (40,919) | — | — | 34,801 |
| 2022 | 728,247 | (826,919) | — | (269,705) | — | — | (368,377) |
| (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Pickens) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Pickens) included for purposes of calculating the average amounts in each applicable year are as follows: for 2024 and for 2023, Mr. Hinojosa our Chief Financial Officer and for 2022 Mr. Hinojosa and Eric Stober who preceded Mr. Hinojosa as Chief Financial Officer until April 2022. |
| (4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Pickens), 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 the named executive officers as a group (excluding Mr. Pickens) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Pickens) as reported in the Summary Compensation Table for each year to determine the compensation actually paid, using the same methodology described above in Note (2): |
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Average Reported Value of Equity Awards (4a) | Average Equity Award Adjustment (4b) | Average Compensation Actually Paid to Non-PEO NEOs |
|---|
| 2024 | $640,002 | $(162,049) | $136,099 | $614,052 |
| 2023 | 328,345 | — | 1,158 | 329,503 |
| 2022 | 337,907 | (58,774) | (79,217) | 199,916 |
| (4a) | Represents the total of the amounts reported in the “Stock Awards” and "Options" columns in the Summary Compensation Table for the applicable year. |
|---|
| (4b) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|---|
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments |
|---|
| 2024 | $162,049 | $(19,995) | $— | $(5,955) | $— | $— | $136,099 |
| 2023 | — | 3,169 | — | (2,011) | — | — | 1,158 |
| 2022 | 19,216 | (35,452) | — | (62,981) | — | — | (79,217) |
| (5) | The Total Stockholder Return (“TSR”) reported represent the measurement period value of an investment of $100 in our stock on June 30, 2021 (the last trading day before the 2022 fiscal year), and then valued again on each of June 30, 2022 (the last trading day of the 2022 fiscal year), June 30, 2023 (the last trading day of the 2023 fiscal year), and June 28, 2024 (the last trading day of the 2024 fiscal year), based on the closing price per share of the Company’s common stock as of such dates. No dividends were paid by the Company in fiscal years 2022, 2023, or 2024. |
| (6) | The dollar amounts reported represent the amount of net (loss) income reflected in our consolidated audited financial statements for the applicable year. |
