Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

Value of

$100

Initial

Investment

Based on:

Average

Summary

Average

Compensation

Compensation

Table Total

Actually Paid

Summary

for Non-CEO

to Non-CEO

Compensation

Compensation

Named

Named

Total

Table Total for

Actually Paid

Executive

Executive

Shareholder

Net Loss

Year

CEO

to CEO(1)

Officers(2)

Officers(3)

Return(4)

(in thousands)

2024

$

1,486,751

$

1,037,677

$

847,074

$

572,118

$

33.69

$

(40,672)

2023

1,248,010

841,840

783,176

550,263

136.64

(24,904)

2022

1,486,529

61,781

1,052,463

743,139

191.35

(14,804)

__________

(1) Compensation actually paid to Mr. Lee for each of the fiscal years reported is calculated as follows:

2024

2023

2022

Total compensation reported in Summary Compensation Table

$

1,486,751

$

1,248,010

$

1,486,529

Less: Grant date fair value of equity awarded in current year(a)

(599,998)

(600,002)

(600,001)

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year

381,866

416,495

363,541

Change in fair value of outstanding awards granted in prior fiscal years(b)

(75,655)

(208,454)

(775,963)

Vesting date fair value of equity awards granted and vested during the fiscal year

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)

(37,287)

(14,209)

(412,325)

Earnings paid on unvested awards for dividends or other earnings

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions

(118,000)

Compensation actually paid(d)

$

1,037,677

$

841,840

$

61,781

__________

(a) Includes time-based options and performance-based restricted shares, which do not vest during the fiscal year awarded.
(b) Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.
(c) Change in fair value from vesting date compared to December 31 of the prior fiscal year.
(d) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(2) Named Executive Officers in the calculation for each of the fiscal years reported are as follows:

Year

Non-CEO NEOs

2022 - 2024

Lewis A. Fanger and John Ferrucci

(3) Average compensation actually paid to non-CEO named executive officers reported on an average basis is calculated as follows:

2024

2023

2022

Total compensation reported in Summary Compensation Table

$

847,074

$

783,176

$

1,052,463

Less: Grant date fair value of equity awarded in current year(a)

(365,625)

(365,628)

(490,439)

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year

248,625

254,590

515,450

Change in fair value of outstanding awards granted in prior fiscal years(b)

(61,577)

(129,760)

(128,828)

Vesting date fair value of equity awards granted and vested during the fiscal year

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)

(11,810)

7,885

(205,507)

Earnings paid on unvested awards for dividends or other earnings

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions

(84,569)

Compensation actually paid(d)

$

572,118

$

550,263

$

743,139

__________

(a) Includes time-based options, time-based restricted shares, and performance-based restricted shares, which do not vest during the fiscal year awarded.
(b) Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.
(c) Change in fair value from vesting date compared to December 31 of the prior fiscal year.
(d) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(4) Assumes $100 was invested on December 31, 2021.
   
Named Executive Officers, Footnote
(2) Named Executive Officers in the calculation for each of the fiscal years reported are as follows:

Year

Non-CEO NEOs

2022 - 2024

Lewis A. Fanger and John Ferrucci

   
PEO Total Compensation Amount $ 1,486,751 $ 1,248,010 $ 1,486,529
PEO Actually Paid Compensation Amount $ 1,037,677 841,840 61,781
Adjustment To PEO Compensation, Footnote
(1) Compensation actually paid to Mr. Lee for each of the fiscal years reported is calculated as follows:

2024

2023

2022

Total compensation reported in Summary Compensation Table

$

1,486,751

$

1,248,010

$

1,486,529

Less: Grant date fair value of equity awarded in current year(a)

(599,998)

(600,002)

(600,001)

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year

381,866

416,495

363,541

Change in fair value of outstanding awards granted in prior fiscal years(b)

(75,655)

(208,454)

(775,963)

Vesting date fair value of equity awards granted and vested during the fiscal year

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)

(37,287)

(14,209)

(412,325)

Earnings paid on unvested awards for dividends or other earnings

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions

(118,000)

Compensation actually paid(d)

$

1,037,677

$

841,840

$

61,781

__________

(a) Includes time-based options and performance-based restricted shares, which do not vest during the fiscal year awarded.
(b) Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.
(c) Change in fair value from vesting date compared to December 31 of the prior fiscal year.
(d) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
   
Non-PEO NEO Average Total Compensation Amount $ 847,074 783,176 1,052,463
Non-PEO NEO Average Compensation Actually Paid Amount $ 572,118 550,263 743,139
Adjustment to Non-PEO NEO Compensation Footnote
(3) Average compensation actually paid to non-CEO named executive officers reported on an average basis is calculated as follows:

2024

2023

2022

Total compensation reported in Summary Compensation Table

$

847,074

$

783,176

$

1,052,463

Less: Grant date fair value of equity awarded in current year(a)

(365,625)

(365,628)

(490,439)

Plus:

Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year

248,625

254,590

515,450

Change in fair value of outstanding awards granted in prior fiscal years(b)

(61,577)

(129,760)

(128,828)

Vesting date fair value of equity awards granted and vested during the fiscal year

Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c)

(11,810)

7,885

(205,507)

Earnings paid on unvested awards for dividends or other earnings

Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions

(84,569)

Compensation actually paid(d)

$

572,118

$

550,263

$

743,139

__________

(a) Includes time-based options, time-based restricted shares, and performance-based restricted shares, which do not vest during the fiscal year awarded.
(b) Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts.
(c) Change in fair value from vesting date compared to December 31 of the prior fiscal year.
(d) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
   
Compensation Actually Paid vs. Total Shareholder Return

Graphic

   
Compensation Actually Paid vs. Net Income

Graphic

   
Tabular List, Table

Information Presented in the Pay versus Performance Table

We seek to align executive interests with all stakeholders by setting performance measures that provide a clear path to achieving long-term value. Because the Company generally places emphasis on long-term performance, compensation actually paid as disclosed in the table above may not specifically align with achievement of performance measures for a particular year.

   
Total Shareholder Return Amount $ 33.69 136.64 191.35
Net Income (Loss) $ (40,672,000) (24,904,000) (14,804,000)
PEO Name Mr. Lee    
PEO      
Pay vs Performance Disclosure      
Portion of Compensation Allocated to Equity Awards 40.00%    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (599,998) (600,002) (600,001)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 381,866 416,495 363,541
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (75,655) (208,454) (775,963)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (37,287) (14,209) (412,325)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (118,000)    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (365,625) (365,628) (490,439)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 248,625 254,590 515,450
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (61,577) (129,760) (128,828)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (11,810) $ 7,885 $ (205,507)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (84,569)