AUDIOEYE INC
For the period ended May 23, 2025. Filed Apr 10, 2025.
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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.
May 23, 2025 · Filed Apr 10, 2025
Contents
Pay Versus Performance Table
The following table sets forth additional compensation information of our CEO (referred to as our “PEO” in this section) and of the average of our other NEOs (the “Non-PEO NEOs”) along with total shareholder return and net income (loss) performance results for 2024, 2023, and 2022:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Average · · Value of Initial · | ||||||||||||
| | | | | | | Summary | | Average | | Fixed $100 | | |
| | | Summary | | | | Compensation | | Compensation | | Investment | | |
| | | Compensation | | Compensation | | Table Total for | | Actually Paid to | | Based on: Total | | Net Income |
| | | Table Total | | Actually Paid to | | Non-PEO | | Non-PEO | | Shareholder | | (Loss) |
| | | for PEO(1) | | PEO(2) | | NEOs(1) | | NEOs(2) | | Return(3) | | ($ in |
| Year | | ($) | | ($) | | ($) | | ($) | | ($) | | thousands) |
| 2024 | 400,000 | 4,171,036 | 802,796 | 813,265 | 216.67 | (4,254) | ||||||
| 2023 | 1 | 785,902 | 362,806 | 342,404 | 77.21 | (5,872) | ||||||
| 2022 | | 1,292,001 | | 878,051 | | 500,941 | | 407,056 | | 54.56 | | (10,433) |
| (1) | For 2022, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich and Mr. Varacalli. For 2023, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich, Dr. Bettis, and Mr. Varacalli, who served as Chief Operating Officer through August 2023. For 2024, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich and Dr. Bettis. |
| (2) | A reconciliation of Total Compensation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEO and our Non-PEO NEOs (as an average) for 2024 is shown below: |
| · · · · | ||
|---|---|---|
| | | 2024 |
| | | Average of |
| · · PEO · · Non-PEO NEOs | ||
| Adjustments · · ($) · ($) | ||
| Total Compensation from SCT | 400,000 | 802,796 |
| Adjustments for stock and option awards: | ||
| (Subtraction): Stock Awards amounts | — | (565,324) |
| Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | 273,027 |
| Addition (Subtraction): Change in fair value at covered year end from prior year end of awards granted in any prior fiscal year that are outstanding and unvested at covered year end | 3,197,297 | 32,630 |
| Addition: Vesting date fair value of awards granted and vesting during the covered year | — | 203,722 |
| Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year | 573,739 | 66,414 |
| (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year | — | — |
| Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — |
| Compensation Actually Paid (as calculated) | 4,171,036 | 813,265 |
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns, which includes RSUs, PSUs and PSAs, was determined by reference to the closing price on the applicable year-end date(s) or the applicable vesting date and was based on the assumption that the maximum performance is achieved.
| (3) | Total shareholder return as calculated is based on a fixed investment of one hundred dollars measured from the market close on December 31, 2021 through and including the end of the fiscal year for each year reported in the table. |
Relationship between Pay and Performance
The charts below present a graphical comparison of Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our Non-PEO NEOs set forth in the Pay Versus Performance Table above, as compared against the following performance measures: our (1) total shareholder return (“TSR”) and (2) net loss.
Compensation Actually Paid versus TSR
Compensation Actually Paid versus Net Loss
We believe the Compensation Actually Paid in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement of conditions established in awards with individual performance goals.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.