In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following table describes the executive compensation for our Chief Executive Officer, who is our principal executive officer, the former Chief Executive Officer and the other NEOs, and our company’s performance for the five most recently completed fiscal years.
| Value of Initial Fixed $100 Investment Based On: |
|---|
| Year · Summary Compensation Table Total for PEO – Michael D. Farkas1 · Summary Compensation Table Total for PEO – Brendan S. Jones2 · Compensation Actually Paid to PEO – Michael D. Farkas3 · Compensation Actually Paid to PEO – Brendan S. Jones3 · Average Summary Compensation Table Total for Non-PEO NEOs4 · Average Compen- sation Actually Paid to Non-PEO NEOs5 · Total Share- holder Return6 · Peer Group Total Share- holder Return7 · Net Loss (in thousands)8 · Revenue (in thousands)9 |
|---|
| 2024 | $ | - | | $1,543,640 | $ | - | | $1,262,095 | $798,892 | $676,127 | $74.73 | $185.60 | $(198,132) | $126,197 |
| 2023 | | $11,137,081 | | $1,513,341 | | $8,317,523 | | $1,022,033 | $2,150,570 | $1,998,564 | $182.26 | $148.09 | $(203,693) | $140,598 |
| 2022 | | $15,877,812 | $ | - | | $4,187,889 | $ | - | $1,585,440 | $614,106 | $589.78 | $119.57 | $(91,560) | $61,139 |
| 2021 | | $18,003,751 | $ | - | | $9,729,230 | $ | - | $1,595,865.25 | $563,947 | $1,425.27 | $155.03 | $(55,119) | $20,940 |
| 2020 | | $943,757 | $ | - | | $5,402,379 | $ | - | $622,999 | $4,749,775 | $2,298.39 | $135.68 | $(17,846) | $6,231 |
| (1) | During fiscal year 2020, 2021, 2022 and part of fiscal year 2023, Mr. Farkas served as our Principal Executive Officer (“PEO”). The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |
| (2) | During part of fiscal year 2023, Mr. Jones served as our PEO. The dollar amounts reported in this column are the amounts of total compensation reported for each corresponding year in the Total column of the Summary Compensation Table. |
| (3) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Messrs. Farkas and Jones as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Farkas and Jones during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jones’ total compensation for 2024 to determine the compensation actually paid: |
| Mr. Jones | 2024 |
|---|
| Summary Compensation Table Total | $1,543,640 |
|---|
| Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(467,790) |
|---|
| Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $234,740 |
|---|
| Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(26,085) |
|---|
| Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $0 |
|---|
| Plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(22,410) |
|---|
| Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 |
|---|
| Compensation Actually Paid | $1,262,095 |
|---|
| (4) | The dollar amounts reported represent the average of the amounts reported for the company’s NEOs as a group (excluding Mr. Jones for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Mr. Jones for 2024) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Michael Rama, Aviv Hillo, Harjinder Bhade and Michael Battaglia; (ii) for 2022 and 2021, Brendan Jones, Michael Rama, Aviv Hillo and Harjinder Bhade; and (iii) for 2020, Brendan Jones and Michael Rama. |
| (5) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group as identified in footnote 4 above, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average of compensation earned by or paid to these NEOs 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 the average total compensation for these NEOs as a group for 2024 to determine the compensation actually paid. |
| Average Non-PEO NEOs | 2024 |
|---|
| Summary Compensation Table Total | $798,892 |
|---|
| Less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(232,493) |
|---|
| Plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $89,556 |
|---|
| Plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(24,293) |
|---|
| Plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $53,329 |
|---|
| Plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(8,864) |
|---|
| Less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 |
|---|
| Average Compensation Actually Paid to Non-PEO NEOs | $676,127 |
|---|
| (6) | Cumulative total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. For purposes of these amounts, the beginning of the measurement period is December 31, 2020. |
| (7) | Represents the weighted peer group total shareholder return, weighted according to the respective companies’ respective stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published index: MSCI ACWI: Electrical Equipment. The 2022 proxy statement misidentified the MSCI ACWI: Electrical Equipment as the S&P 500 index. |
| (8) | The dollar amounts reported represent the amount of net income reflected in our company’s audited financial statements for the applicable year. |
| (9) | This column is the “Designated as the Company-Selected Measure,” which in the registrant’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the registrant to link compensation actually paid to the registrant’s NEOs, for the most recently completed fiscal year, to company performance. |
