Sanara MedTech Inc.
For the period ended Apr 15, 2024. Filed Apr 15, 2024.
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.
Apr 15, 2024 · Filed Apr 15, 2024
SMTI$31.55-0.2%Stored close · as of Nov 6, 2026
Contents
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that are reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both reported in our Summary Compensation Table, as well as the adjusted values required in this section, for the 2023, 2022 and 2021 fiscal years.
| Year | Summary Compensation Table Total for PEO (Current)(1) ($) | Compensation Actually Paid to PEO (Current)(2) ($) | Summary Compensation Table Total for PEO (Former)(1) ($) | Compensation Actually Paid to PEO (Former)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR ($)(4) | Net Loss ($)(5) |
|---|---|---|---|---|---|---|---|---|
| 2023 | 909,645 | 784,310 | - | - | 707,875 | 657,924 | 82.36 | (4,303,197) |
| 2022 | 1,100,918 | 1,563,716 | - | - | 489,021 | 595,800 | 91.18 | (7,937,497) |
| 2021 | 759,272 | 534,199 | 379,678 | 248,227 | 371,042 | 193,200 | 59.22 | (7,921,914) |
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for the 2021, 2022 and 2023 fiscal years for the persons who served as our principal executive officer (“PEO”) for the applicable year. Effective December 31, 2021, J. Michael Carmena resigned as our Principal Executive Officer. Mr. Carmena’s compensation information for 2021 is included in this table as a former PEO in accordance with Item 402(v) of Regulation S-K. Mr. Carmena’s compensation information for 2022 and 2023 is not included because he did not serve as our PEO during 2022 nor 2023. Effective January 1, 2022, Mr. Fleming was appointed as Chief Executive Officer, and since such date, has performed the duties of PEO. 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 our current and former PEO and our other NEOs (on average), as computed in accordance with Item 402(v) of Regulation S-K. “Compensation actually paid” is computed by subtracting the amounts in the “Stock Awards” column of the Summary Compensation Table for the applicable year from the “Total” column of the Summary Compensation Table for the applicable year and then, as applicable: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year and (vi) adding 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 following table reflects the adjustments made to compute “compensation actually paid”: |
| 2023 · 2022 · 2021 | |||||||
|---|---|---|---|---|---|---|---|
| PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | FORMER PEO | Non-PEO NEOs | |
| Summary Compensation Table Total ($) | 909,645 | 707,875 | 1,100,918 | 489,021 | 759,272 | 379,678 | 371,042 |
| Adjustments | |||||||
| Stock Awards ($) | (362,046) | (175,006) | (507,275) | (191,681) | (106,972) | - | (84,402) |
| Fair Value of Equity Awards ($) | |||||||
| Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | 287,207 | 173,319 | 856,811 | 189,530 | 117,993 | 104,873 | 93,097 |
| Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | (61,098) | (23,764) | 114,537 | 38,041 | (214,774) | (198,758) | (164,021) |
| Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year | (53,960) | (24,500) | (1,275) | 408 | (21,320) | (37,566) | (22,515) |
| Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year | 64,562 | - | - | 70,481 | - | - | - |
| Total Adjustments for Fair Value of Equity Awards ($) | 236,711 | 125,055 | 970,073 | 298,460 | (118,101) | (131,451) | (93,439) |
| Compensation Actually Paid ($) | 784,310 | 657,924 | 1,563,716 | 595,800 | 534,199 | 248,227 | 193,201 |
| (3) | The dollar amounts reported in this column represent the average of the amounts reported for our NEOs as a group (excluding Messrs. Fleming and Carmena) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Fleming and Carmena) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, Mr. McNeil, for 2022, Messrs. McNeil and Morrison, and for 2021, Messrs. McNeil and Shawn M. Bowman. |
| (4) | The amounts reported in this column reflect our cumulative total shareholder return (“TSR”) as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and 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. No dividends were paid on stock or option awards in 2023, 2022 or 2021. |
| (5) | The dollar amounts reported represent the amount of net loss attributable to the Company’s shareholders as reflected in our consolidated audited financial statements for the applicable year. |
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