electroCore, Inc.
For the period ended Dec 31, 2024. Filed Jul 17, 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.
Dec 31, 2024 · Filed Jul 17, 2025
Contents
PAY VERSUS PERFORMANCE
Pay vs. Performance
As required by SEC rules, we are providing the following information about the relationship between executive compensation that the SEC deems to have been “actually paid” to our principal executive officer, or “PEO”, and our other named executive officers, or “Other NEOs”, for purposes of comparing their “compensation” to the value of our shareholders’ investments and our net income (loss), for fiscal years 2024, 2023 and 2022.
The amounts of “Compensation Actually Paid” set forth below in the tables are calculated pursuant to a particular formula required by the SEC that treats the increase or decrease in the value of outstanding equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gain from such fluctuation in equity value. As a result of the methodology required by the SEC, such amounts may include amounts that have not been actually earned or realized by our PEO and Other NEOs, including in respect of restricted stock unit awards issued to them. Vesting conditions for many of these awards have not yet been satisfied. As a result, this information does not necessarily reflect or align with the value of compensation that is actually paid to, or received or realized by, our PEO and Other NEOs.
For more information, please refer to the “Outstanding Equity Awards Table at the End of 2024”, including the market value of unvested awards, if any, as of December 31, 2024, based on the closing price of our common stock on Nasdaq on the last business day of fiscal 2024 ($16.21).
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Other NEOs (3) | Average Compensation Actually Paid to Other NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5) | Net Income (Loss) |
|---|---|---|---|---|---|---|
| 2024 | $1,618,585 | $2,689,668 | $600,704 | $764,441 | $185.47 | $(11,886,000) |
| 2023 | $1,281,333 | $1,337,859 | $679,291 | $741,704 | $68.08 | $(18,834,000) |
| 2022 | $997,605 | $796,729 | $614,830 | $538,363 | $44.16 | $(22,162,000) |
| (1) | The dollar amounts reported are the amounts of total compensation reported for our PEO, Daniel Goldberger, in the Summary Compensation Table of our Annual Report on Form 10-K for fiscal years 2024, 2023 and 2022. |
| (2) | The dollar amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Goldberger during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year that are unvested as of the end of the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year for unvested awards, (iii) the vest date value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value at the end of the prior fiscal year of unvested equity awards granted in prior years that were forfeited in the reported year. |
| (3) | The dollar amounts reported are the average of the total compensation reported for our Other NEOs in the Summary Compensation Table of our Annual Report on Form 10-K for fiscal years 2024, 2023 and 2022, namely Brian Posner for 2024, 2023 and 2022 and Joshua S. Lev for 2024. |
| (4) | The dollar amounts reported represent the average of the “Compensation Actually Paid”, as computed in accordance with SEC rules. The dollar amounts reported are the average of the amounts of total compensation reported for our Other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year that are unvested as of the end of the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year for unvested awards, (iii) the vest date value of equity awards issued and vested during the reported fiscal year, and (iv) reduced by the value at the end of the prior fiscal year of unvested equity awards granted in prior years that were forfeited in the reported year. |
| (5) | Assumes an investment of $100 for the period starting on January 1, 2022 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on Nasdaq, as applicable, on the following trading days were: (i) $8.74 on December 31, 2021; (ii) $3.86 on December 30, 2022; (iii) $5.95 on December 29, 2023; and (iv) $16.21 on December 31, 2024. |
To calculate the amounts of compensation actually paid to each of the PEO and Other NEOs reported in the table above, the following amounts were deducted from and added to (as applicable) compensation as reported in the Summary Compensation Table:
| PEO | Other NEOs | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Summary Compensation Table Total | $1,618,585 | $1,281,333 | $997,605 | $600,704 | $679,291 | $614,830 |
| Less: Grant Date Fair Value of Equity Awards (1) | (486,000) | (230,000) | (136,912) | (98,720) | (79,415) | (54,770) |
| Less: Prior Year-End Fair Value of Equity Awards Granted in Prior Years that Forfeited During the Fiscal Year | - | (40,553) | - | (70,957) | - | - |
| Add: Year-End Fair Value of Equity Awards Granted in the Year | 1,215,750 | 297,500 | 34,982 | 259,360 | 105,680 | 11,899 |
| Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 342,000 | - | (74,444) | 75,817 | 28,966 | (41,995) |
| Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (667) | 29,579 | (24,502) | (1,763) | 7,182 | 8,399 |
| Compensation Actually Paid | $2,689,668 | $1,337,859 | $796,729 | $764,441 | $741,704 | $538,363 |
| (1) | Represents the grant date fair value of the equity awards as reported in the Summary Compensation Table. |
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. For a discussion of the assumptions made in the valuation at grant, see Note 13 to the Consolidated Financial Statements included in our Form 10-K.
Relationship Between Pay and Performance
Our “Total Shareholder Return” or “TSR”, as set forth in the above table, increased by 85% during the three years ended December 31, 2024. In addition, our net loss for 2024 improved by 46% as compared to 2022, from $(22,162,000) in 2022 to $(11,886,000) in 2024. Although TSR and net income (loss) generally are not dispositive specific performance measures in our executive compensation program, they may be considered alongside other discretionary performance criteria by our Board and Compensation Committee in seeking to align executive compensation with the long-term interests of our shareholders and Company performance.
“Compensation Actually Paid” to our PEO increased 238% over the same period, from $796,729 in 2022 to $2,689,668 in 2024; and “Compensation Actually Paid” to our Other NEOs increased 42% over the same period, from $538,363 in 2022 to $764,441 in 2024.
In addition to base salary and discretionary target bonus opportunities, our executive compensation program seeks to align executive officers’ long-term interests with those of our shareholders through equity grants to incentivize a long-term increase in shareholder value, but does not specifically align the Company’s performance measures with Compensation Actually Paid (as defined by SEC rules) for a particular year. “Compensation Actually Paid” in the tables above is calculated pursuant to SEC rules and reflects cash compensation actually paid as well as changes to the fair values of equity awards during the applicable fiscal years based on year-end or vesting date stock prices as well as various accounting valuation assumptions and does not reflect the actual amounts earned during the year by our PEO and Other NEOs. “Compensation Actually Paid” fluctuates annually largely due to whether we pay discretionary performance bonuses and the impact of changes in our stock price on the calculation of “Compensation Actually Paid” from year to year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.