Super League Enterprise Inc
For the period ended Oct 20, 2025. Filed Oct 2, 2025.
View on SEC.govAbout this filing
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.
Oct 20, 2025 · Filed Oct 2, 2025
Contents
PAY VERSUS PERFORMANCE
The following table presents certain information regarding compensation paid to the Company’s Principal Executive Officer (“PEO”) and other Named Executive Officers (“Other NEOs” or “Non-PEOs”), and certain measures of financial performance, for the two years ended December 31, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K. The Compensation Committee believes that 2024 compensation decisions for the PEO and Non- PEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance and thus aligned with stockholders.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Total for Non- PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial $100 Investment based on Total Shareholder Return | Net Loss ($) (in thousands) |
|---|---|---|---|---|---|---|
| 2024 | $425,000 $ | $425,000 | 323,000 | $323,000 | $9.18 | $(16,635) |
| 2023 | $1,373,000 $ | $631,000 | 623,000 | $435,000 | $22.59 | $(30,330) |
| (1) | Ann Hand served as our PEO during the years ended December 31, 2024 and 2023. |
| (2) | The following amounts were added and deducted to the Summary Compensation Table (“SCT”) amount to determine the compensation actually paid to the PEO as determined in accordance with SEC regulations. |
| Adjustments to Determine Compensation “Actually Paid” · 2024 · 2023 | |||
|---|---|---|---|
| Deduction for Amount Reported under the “Stock Awards” column in the SCT | $ | - | $360,000 |
| Deduction for Amount Reported under the “Option Awards” column in the SCT | - | 382,000 | |
| Increase for the Fair Value of Awards Granted during year that remain unvested as of year-end | - | - | |
| Increase for the Fair Value of Awards Granted during year that remain vested as of year-end | - | - | |
| Increase/deduction for Change in Fair Value from prior year-end to current year-end of Awards Granted prior to year-end that were outstanding and unvested as of year-end | - | - | |
| Increase/deduction for Change in Fair Value from prior year-end to Vesting Date of Awards Granted prior to year-end that vested during year | - | - | |
| Deduction of Fair Value of Awards Granted prior to year-end that were forfeited during year | - | - | |
| Increase based upon Incremental Fair Value of Awards modified during year | - | - | |
| Increase based on Dividends or Other Earnings Paid during year prior to vesting date of award. | - | - | |
| Total Adjustments | $ | - | $742,000 |
| (3) | For the year ended December 31, 2024, Mr. Edelman, Mr. Haynes and Mr. Steigelfest were our Other NEOs. For the year ended December 31, 2023, Mr. Edelman, Mr. Haynes and Mr. Steigelfest were our Other NEOs. |
| (4) | For our other Named Executive Officers, the following amounts were added and deducted to the Summary Compensation Table amount to determine the compensation actually paid as determined in accordance with SEC regulations. |
| Adjustments to Determine Compensation “Actually Paid” · 2024 · 2023 | |||
|---|---|---|---|
| Deduction for Amount Reported under the “Stock Awards” column in the SCT | $ | - | $180,000 |
| Deduction for Amount Reported under the “Option Awards” column in the SCT | 383,000 | ||
| Increase for the Fair Value of Awards Granted during year that remain unvested as of year-end | - | - | |
| Increase for the Fair Value of Awards Granted during year that remain vested as of year-end | - | - | |
| Increase/deduction for Change in Fair Value from prior year-end to current year-end of Awards Granted prior to year-end that were outstanding and unvested as of year-end | - | - | |
| Increase/deduction for Change in Fair Value from prior year-end to Vesting Date of Awards Granted prior to year-end that vested during year | - | - | |
| Deduction of Fair Value of Awards Granted prior to year-end that were forfeited during year | - | - | |
| Increase based upon Incremental Fair Value of Awards modified during year | - | - | |
| Increase based on Dividends or Other Earnings Paid during year prior to vesting date of award. | - | - | |
| Total Adjustments | $ | - | $563,000 |
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 measures 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.
PEO
From Fiscal Year 2023 to Fiscal Year 2024, compensation actually paid to the PEO decreased by $206,000 or 33%. Over the same period, the Company’s TSR decreased by 91%.
Net Income/Loss for the year ended December 31, 2024 decreased due to the net impact of fluctuations in revenues and operating expenses for the applicable periods. Revenue for Fiscal Year 2024 and 2023 totaled $16.2 million and $25.1 million, respectively, reflecting a year over year decrease of 35%. The decrease in revenue for the periods presented reflected a mix of industry softness in ad sales, stemming from macro environmental factors including consumer spending softness, continued market education and adoption of immersive platforms as a marketing channel, structural shifts in platform ad ecosystems, the shift of certain revenues and program start delays to future periods by advertisers, and a reduction in Minehut related media sales revenues in connection with the sale of our Minehut digital property in the first quarter of 2024. Cost of revenue for Fiscal Year 2024 and 2023 was $10.1 million and $15.3 million, respectively, reflecting a year over year decrease of 34%, driven primarily by the related decrease in Fiscal Year 2024 revenues, compared to the prior year. As a percentage of revenue, gross profit for Fiscal Year 2024 was 38%, relatively consistent with the 39% gross profit percentage for the prior year period.
Total operating expense for Fiscal Year 2024 decreased to $22.9 million, compared to $42.6 million in the comparable prior year period. Operating expense for Fiscal Year 2023 included aggregate noncash impairment and loss on intangible asset disposal charges totaling $9.3 million, and net contingent consideration charges of $1.1 million. Excluding the noncash impairment charges and net contingent consideration charges, the decrease in total operating expense reflects decreases in cloud services and other technology platform costs and decreases in personnel, marketing and other corporate costs, resulting from ongoing cost reduction and optimization activities. Excluding noncash stock compensation expense, amortization expense, intangible asset impairment charges, legal settlement charges and mark to market related fair value adjustments, operating expense for Fiscal Year 2024 was $18.2 million, compared to $25.1 million, reflecting a 27% reduction in operating expense, compared to Fiscal Year 2023.
Key factors that drove the changes in compensation actually paid to the PEO were revenue performance and proforma operating loss performance that fell below the parameters established in the board approved 2024 Executive Compensation Plan resulting in no bonus payout to the PEO for Fiscal Year 2024.
Other NEOs
From 2023 to 2024, average compensation actually paid to the Other NEOs decreased by $111,000 or 26%. Over the same period, the Company’s TSR decreased by 91%.
Net Income/Loss for the year ended December 31, 2024 decreased due to the net impact of fluctuations in revenues and operating expenses for the applicable periods. Revenue for Fiscal Year 2024 and 2023 totaled $16.2 million and $25.1 million, respectively, reflecting a year over year decrease of 35%. The decrease in revenue for the periods presented reflected a mix of industry softness in ad sales, stemming from macro environmental factors including consumer spending softness, continued market education and adoption of immersive platforms as a marketing channel, structural shifts in platform ad ecosystems, the shift of certain revenues and program start delays to future periods by advertisers, and a reduction in Minehut related media sales revenues in connection with the sale of our Minehut digital property in the first quarter of 2024. Cost of revenue for Fiscal Year 2024 and 2023 was $10.1 million and $15.3 million, respectively, reflecting a year over year decrease of 34%, driven primarily by the related decrease in Fiscal Year 2024 revenues, compared to the prior year. As a percentage of revenue, gross profit for Fiscal Year 2024 was 38%, relatively consistent with the 39% gross profit percentage for the prior year period.
Total operating expense for Fiscal Year 2024 decreased to $22.9 million, compared to $42.6 million in the comparable prior year period. Operating expense for Fiscal Year 2023 included aggregate noncash impairment and loss on intangible asset disposal charges totaling $9.3 million, and net contingent consideration charges of $1.1 million. Excluding the noncash impairment charges and net contingent consideration charges, the decrease in total operating expense reflects decreases in cloud services and other technology platform costs and decreases in personnel, marketing and other corporate costs, resulting from ongoing cost reduction and optimization activities. Excluding noncash stock compensation expense, amortization expense, intangible asset impairment charges, legal settlement charges and mark to market related fair value adjustments, operating expense for Fiscal Year 2024 was $18.2 million, compared to $25.1 million, reflecting a 27% reduction in operating expense, compared to Fiscal Year 2023.
Key factors that drove the changes in compensation actually paid to the Other NEOs were revenue performance and proforma operating loss performance that fell below the parameters established in the Board approved 2024 Executive Compensation Plan resulting in no bonus payout to the Other NEOs for Fiscal Year 2024.
Compensation Actually Paid and Net Income (Loss)
Our Company has not historically looked to net income (loss) as a performance measure for our executive compensation program. In 2023 to 2024, our net loss decreased $13.7 million, or 45%, but the compensation actually paid for our PEO decreased 33% and non-PEO NEOs decreased 26% between 2023 to 2024, as a result of revenue performance and proforma operating loss performance that fell below the parameters established in the Board approved 2024 Executive Compensation Plan, resulting in no bonus payout to the PEO or the Other NEOs for Fiscal Year 2024.
Compensation Actually Paid and Cumulative TSR
We do utilize several performance measures to align executive compensation with the Company’s performance, but the recent trend has not used financial performance measures such as TSR. See the preceding discussion of the performance measures we use with respect to executive compensation in this section of the Proxy Statement. For example, as described in more detail above, part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses and equity awards that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals.
All information provided above under the“Pay Versus Performance”heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.