ENERGY FOCUS, INC/DE
For the period ended Jun 12, 2026. Filed Apr 28, 2026.
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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.
Jun 12, 2026 · Filed Apr 28, 2026
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Contents
Pay Versus Performance
The following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2025 for this Proxy Statement’s Named Executive Officers, as well as our named executive officers from our 2025 Proxy Statement (each of 2023, 2024 and 2025, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
The information in columns (b) and (d) of the PVP Table comes directly from this year’s (or the prior year’s) Summary Compensation Table, without adjustment;
As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years, respectively; and
As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results and our U.S. GAAP net income results (“Net Income”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, TSR because this metric is not used in our short-term or long-term incentive plans during the Covered Years. As a result, we did not design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in TSR We did, however, actually base compensation decisions regarding a portion of the Company financial component of our short-term cash incentive plan to Net Income as discussed above. As a result, a meaningful portion of our PVP NEO cash compensation was impacted by Net Income performance compared to targets established by the Board during the Covered Years.
| PAY VERSUS PERFORMANCE(1) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year(a) · Summary Compensation Table (“SCT”) Total for PEO(b) · Compensation Actually Paid to PEO(c)(1) · Average SCT Total for Non-PEO Named Executive Officers(d)(2) · Average Compensation Actually Paid to Non-PEO Named Executive Officers(e)(3) · Value of Initial Fixed $100 Investment Based On:Total Shareholder Return(f)(4) · Net Income(g)(5) | ||||||||
| Matt · Huang · Matt · Huang | ||||||||
| 2025 | NA | $12 | NA | $12 | $171,807 | $171,807 | $176.34 | $(1,027) |
| 2024 | NA | $12 | NA | $12 | $150,924 | $150,924 | $97.04 | $(1,582) |
| 2023 | $179,028 | $3 | $97,518 | $3 | $301,112 | $198,180 | $24.11 | $(4,293) |
| (1) | For the full years 2025 and 2024, Mr. Huang was our principal executive officer (“PEO”). For 2023, Mr. Huang was our PEO from August 25, 2023 through December 31, 2023, and Ms. Matt was our PEO from January 1, 2023 through August 24, 2023. |
| (2) | For 2025 and 2024, our non-PEO named executive officer was Mr. Gianas. For 2023, our non-PEO named executive officers were Messrs. Warren and Mr. Gianas. |
| (3) | For each of 2025, 2024 and 2023 (each, a “Covered Year”), in determining both the compensation “actually paid” to our PEO(s) and the average compensation “actually paid” to our non-PEO named executive officers for purposes of this Pay Versus Performance table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) for such Covered Year the following amounts: |
| (4) | For each Covered Year, our total shareholder return was calculated beginning with our closing price on the Nasdaq Capital Market on December 31, 2025 through and including the last day of the Covered Year (each one-year and two-year period, a “Measurement Period”), converted into a fixed investment of one hundred dollars in our Common Stock. As we did not issue dividends during the Measurement Period, the closing price of our Common Stock at the end of each Measurement Period was used to produce the Covered Year-end values of such investment as of the end of 2025, 2024 and 2023, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| (5) | Net Income is disclosed in thousands and reflects our GAAP Net Income. |
Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results
The following charts provide, across the Covered Years, descriptions of the relationships between (1) the executive compensation actually paid to the PEO and the average of the executive compensation actually paid to our non-PEO PVP NEOs (in each case as set forth in the PVP Table above) and (2) each of the performance measures set forth in columns (f) and (g) of the PVP Table above. “Compensation actually paid,” as required under SEC rules, reflects adjusted values for unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions, but may not necessarily reflect actual amounts paid out for those awards. For a discussion of how our Compensation Committee and Board assessed our NEOs’ pay in each of the Covered Years, see the “Narrative Disclosure to 2025 Summary Compensation Table” section above in this Proxy Statement and in the prior year’s proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.