| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (4) | Net Income (Loss)(5) |
|---|
| 2024 | $1,089,725 | $1,067,109 | $285,935 | $282,166 | $21.52 | $(17,320,000) |
| 2023 | $1,431,301 | $1,458,539 | $369,860 | $375,160 | $47.83 | $(28,962,000) |
| 2022 | $1,352,028 | $1,235,379 | $332,113 | $288,864 | $33.70 | $(19,445,000) |
The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: 2024 and 2023: Thomas K. Equels, PEO; Robert Dickey and Peter Rodino, NEOs. 2022: Thomas K. Equels, PEO. Ellen Lintal was our PFO until April 3, 2022, and her compensation for 2022 (including her consulting fees) has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Robert Dickey became our PFO to replace Ellen Lintal on April 4, 2022, and his compensation from that date through year-end has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Peter Rodino served as the other NEO for the entire year.
| (2) | The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO: |
| (3) | In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. |
| (4) | The values disclosed in this TSR column represent the re-measurement period value at December 31, 224, 2023, and 2022 with an investment of $100 in the Company’s shares. |
| (5) | Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. The Company’s net comprehensive loss for the years ended December 31, 2024, 2023, and 2022 was approximately $17,320,000, $28,962,000, $19,445,000, respectively. |
| (1) | The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: 2024 and 2023: Thomas K. Equels, PEO; Robert Dickey and Peter Rodino, NEOs. 2022: Thomas K. Equels, PEO. Ellen Lintal was our PFO until April 3, 2022, and her compensation for 2022 (including her consulting fees) has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Robert Dickey became our PFO to replace Ellen Lintal on April 4, 2022, and his compensation from that date through year-end has been included in the “Summary Compensation Table” and “Compensation Actually Paid.” Peter Rodino served as the other NEO for the entire year. |
| (2) | The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO: |
| Year | Summary Compensation Table Total for PEO | Less: Summary Compensation Table Reported Value of Equity Awards(a) | Plus: Equity Award Adjustments(b) | Equals: Compensation Actually Paid to PEO |
|---|
| 2024 | $1,089,725 | $(200,000) | $177,384 | $1,067,109 |
| 2023 | $1,431,301 | $(128,112) | $155,350 | $1,458,539 |
| 2022 | $1,352,028 | $(111,556) | $(5,093) | $1,235,379 |
| (a) | Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year. |
| (b) | The equity award adjustments for each applicable year were as set forth in the table below. 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 Covered Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year | Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments |
|---|
| 2024 | $— | $— | $200,000 | $(22,616) | $— | $— | $177,384 |
| 2023 | $108,555 | $— | $9,869 | $36,926 | $— | $— | $155,350 |
| 2022 | $79,433 | $— | $7,221 | $(91,747) | $— | $— | $(5,093) |
The dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) or each year to determine the compensation actually paid:
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Less: Summary Compensation Table Average Reported Value of Equity Awards | Plus: Average Equity Award Adjustments(x) | Equals: Average Compensation Actually Paid to Non-PEO NEOs |
|---|
| 2024 | $285,935 | $(25,000) | $21,231 | $282,166 |
| 2023 | $369,860 | $(21,352) | $26,652 | $375,160 |
| 2022 | $332,113 | $(33,802) | $(9,447) | $288,864 |
| (x) | The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar): |
| Year · Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year · Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years · Vesting Date Fair Value of Equity Awards Granted in the Covered Year that Vested in the Covered Year · Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year (From Prior Year End to Vesting Date) · Fair Value at the End of the Prior Year of Equity Awards that Failed to Vest in the Covered Year · Average Value of Dividend Equivalents Accrued or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value · Total Average Equity Award Adjustments |
|---|
| 2024 | $— | | $— | $25,000 | $(3,769) | $— | $— | $21,231 |
| 2023 | $18,092 | | $— | $1,645 | $6,915 | $— | $— | $26,652 |
| 2022 | $10,430 | $ | - | $8,826 | $(28,703) | $— | $— | $(9,447) |
| (3) | In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. |
| (4) | The values disclosed in this TSR column represent the re-measurement period value at December 31, 2024, 2023, and 2022 with an investment of $100 in the Company’s shares. |
| (5) | Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. The Company’s net comprehensive loss for the years ended December 31, 2024, 2023, and 2022 was approximately $17,320,000, $28,962,000, $19,445,000, respectively. |
One objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the table reflects an alignment of compensation actually paid with the decline in the Company’s performance.
