As required by applicable SEC regulations, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
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| · · · · · · · · · · · · · · Value of · · |
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| | | Summary | | | | Summary | | | | | Summary | | | | | ($)100 | | | |
| | | Compensation | | | | Compensation | | | | | Compensation | | | | | Investment | | | |
| | | Table Total | | | | Table Total | | | | | Table Total | | Average | | Based On | | | | |
| | | for Principal | | Compensation | | for Principal | | Compensation | | for Non-PEO | | Compensation | | Total | | | | |
| | | Executive | | Actually Paid | | Executive | | Actually Paid | | Named | | Actually Paid | | Shareholder | | Net Income/ | |
| | | Officer (“PEO”)(1) | | to PEO(2) | | Officer (“PEO”)(1) | | to PEO(2) | | Executive | | to Non-PEO | | Return | | (Loss) (in | |
| Year | | Daniel Paterson | | Daniel Paterson | | Brian Stuglik | | Brian Stuglik | | Officers (“NEOs”)(3) | | NEOs(4) | | (“TSR”)(5) | | thousands)(6) | |
| 2023 | | $3,626,857 | | $3,244,577 | | $2,021,126 | | $2,202,015 | | $622,564 | | $659,974 | | $31.85 | | | (87,367) | |
| 2022 | | $— | | $— | | $1,030,023 | | $(1,333,885) | | $487,592 | | $(382,338) | | $18.90 | | $(73,812) | |
| 2021 | | $— | | $— | | $3,815,344 | | $3,571,442 | | $1,765,316 | | $1,802,045 | | $96.24 | | $(71,200) | |
| (1) | The dollar amounts reported in these columns are the amounts of total compensation reported for Mr. Paterson for 2023 and Mr. Stuglik for 2023, 2022 and 2021 for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the “Summary Compensation Table” for additional details. |
| (2) | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Paterson in 2023 and to Mr. Stuglik in 2023, 2022 and 2021, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Paterson’s total compensation for 2023 and Mr. Stuglik’s total compensation for 2023, 2022 and 2021 to determine the compensation actually paid: |
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| · · Summary · · Reported · · · · · · |
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| | | Compensation | | Value of | | Equity Award | | Compensation |
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| | | Table Total | | Equity | | Adjustments(b) | | Actually Paid |
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| Year | | for PEO | | Awards (a) | | (c) | | to PEO ($) |
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| 2023 - Daniel Paterson | | $3,626,857 | | $(2,729,267) | | $2,346,987 | | $3,244,577 |
| 2023 - Brian Stuglik | | $2,021,126 | | $(1,126,484) | | $1,307,373 | | $2,202,015 |
| 2022 | | $1,030,023 | | $— | | $(2,363,908) | | $(1,333,885) |
| 2021 | | $3,815,344 | | $(2,776,954) | | $2,533,052 | | $3,571,442 |
| a) | The reported value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the “Summary Compensation Table” for the applicable year. No equity awards were granted to Mr. Stuglik in 2022. |
| b) | 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; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date and; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end |
of the prior fiscal year). The amounts deducted or added in calculating the equity award adjustments are as follows:
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| · · · · · Year Change · · · · · Year over · · · |
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| · · Year End · · in Fair Value · · Fair Value · · Year Change · · · |
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| · · Fair Value of · · of · · as of Vesting · · in Fair Value · · · |
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| · · Outstanding · · Outstanding · · Date of · · of Equity · · · |
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| · · and Unvested · · and Unvested · · Equity · · Awards · · · |
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| · · Equity · · Equity · · Awards · · Granted in · · · |
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| | | Awards | | Awards | | Granted and | | Prior Years | | Total Equity |
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| | | Granted in | | Granted in | | Vested in the | | that Vested | | Award |
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| | | the Year | | Prior Years | | Year | | in the Year | | Adjustments |
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| Year | | ($) | | ($) | | ($) | | ($) | | ($) |
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| 2023 - Daniel Paterson | | $2,210,626 | | $100,998 | | $— | | $35,363 | | $2,346,987 |
| 2023 - Brian Stuglik | | $1,076,779 | | $185,465 | | $— | | $45,129 | | $1,307,373 |
| 2022 | | $— | | $(1,644,906) | | $— | | $(719,002) | | $(2,363,908) |
| 2021 | | $2,143,502 | | $(67,150) | | $112,219 | | $344,481 | | $2,533,052 |
| c) | For the equity values included in “Equity Award Adjustments”, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. For 2023, we estimated the fair value of stock options at each applicable vesting date and the year-end date utilizing a binomial lattice model. Key inputs included the contractual terms of each agreement such as vesting date, maturity date, and exercise price, while additional key inputs included the closing stock price, volatility, dividend rates, risk free rates, and an early-exercise factor which were all determined as of the revaluation date. The assumptions used in determining fair value of the stock options that vested during 2021 and 2022, or that were outstanding as of December 31, 2021 or December 31, 2022, as applicable, are as follows: |
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| | Options Vested During Year or Outstanding on December 31 of: |
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| · 2022 · 2021 · |
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| Risk-free interest rate | 0.97% - 4.24% | | 0.22% - 1.30% | |
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| Volatility | 87% - 97% | | 88% - 96% | |
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| Dividend yield | — | | — | |
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| Expected term (years) | 3.0-5.0 | | 2.5-5.0 | |
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| (3) | The dollar amounts reported in this column represent the average of the amounts reported for our company’s non-PEO named executive officers as a group for each corresponding year in the “Total” column of the Summary Compensation Table. The names of each of the named executive officers included for purposes of calculating the average amounts in each applicable year are as follows: 2023: Mr. Calkins, 2022: Mr. Paterson, Mr. Gagnon and Mr. Calkins and 2021: Mr. Paterson and Mr. Gagnon. |
| (4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO named executive officers as a group, 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 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 non-PEO |
named executive officers as a group for each year to determine the compensation actually paid, using the same methodology and valuation assumptions described above in Note (2):
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| · Reported · · · · · · |
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| · · Summary · · · · · · · · · |
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| · · Compensation · · Reported · · · · · Compensation |
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| | | Table Total | | Value of | | Equity | | Actually Paid |
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| | | for Non-PEO | | Equity | | Award | | to Non-PEO |
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| Year | | NEOs | | Awards | | Adjustments | | NEOs ($) |
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| 2023 | | $622,564 | | $(220,731) | | $258,141 | | $659,974 |
| 2022 | | $487,592 | | $(21,627) | | $(848,303) | | $(382,338) |
| 2021 | | $1,765,316 | | $(1,105,425) | | $1,142,153 | | $1,802,044 |
| a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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| · · · Year over · · · · · |
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| · · · · · Year Change · · · · · Year over · · · |
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| | | Year End | | in Fair Value | | Fair Value | | Year Change | | | |
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| | | Fair Value of | | of | | as of Vesting | | in Fair Value | | | |
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| | | Outstanding | | Outstanding | | Date of | | of Equity | | | |
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| | | and Unvested | | and Unvested | | Equity | | Awards | | | |
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| | | Equity | | Equity | | Awards | | Granted in | | | |
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| | | Awards | | Awards | | Granted and | | Prior Years | | | |
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| · · Granted in · · Granted in · · Vested in the · · that Vested · · Total Equity Award |
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| · · the Year · · Prior Years · · Year · · in the Year · · Adjustments |
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| Year · · ($) · · ($) · · ($) · · ($) · · ($) |
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| 2023 | | $234,163 | | $20,794 | | $— | | $3,184 | | | 258,141 |
| 2022 | | $4,168 | | $(624,042) | | $— | | $(228,429) | | | $(848,303) |
| 2021 | | $860,291 | | $(58,631) | | $— | | $340,493 | | | $1,142,153 |
| (5) | 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 our Company’s share price at the end and the beginning of the measurement period by our 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. |
| (6) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
