Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Vs. Performance

The following table sets forth compensation information for our chief executive officer, referred to below as our PEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to our total shareholder return and our net income, calculated in accordance with SEC regulations, for fiscal years 2023, 2022 and 2021.Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year. No dividends were paid or accrued on stock awards for the years presented.

 

Year

 

Summary
Compensation
Table Total
for PEO

 

 

Compensation
Actually
Paid to
PEO

 

 

Average
Summary
Compensation
Table Total
for
Non-PEO
NEOs

 

 

Average
Compensation
Actually Paid
to Non-PEO
NEOs

 

 

Value of
Initial
Fixed $100
Investment
Based On
Total
Stockholder
Return

 

 

Net
Income
(Loss)

 

 

(1)

 

 

(2)

 

 

(3)

 

 

(4)

 

 

(5)

 

 

 

 

2023

 

$

420,691

 

 

$

373,621

 

 

$

351,335

 

 

$

341,202

 

 

$

1.73

 

 

$

(20,941,000

)

2022

 

$

733,086

 

 

$

(157,884

)

 

$

418,365

 

 

$

335,281

 

 

$

6.67

 

 

$

(28,634,000

)

2021

 

$

4,727,650

 

 

$

1,910,300

 

 

$

—

 

 

$

—

 

 

$

93.59

 

 

$

(16,158,000

)

 

1.
The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Beaver, in the Summary Compensation Table ("SCT") for fiscal years 2023, 2022 and 2021.
2.
The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. SEC rules require certain adjustments be made to the SCT total compensation which are detailed in the “PEO Equity Award Adjustment Breakout” table below.
3.
The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Ms. Bright and Mr. Sandor, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021. The other named executive officers for each of fiscal 2023 and 2022 were Jennifer Bright and Steven Sandor. There were no NEOs, other than our PEO, in fiscal 2021.
4.
The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the “Non-PEO NEO Equity Award Adjustment Breakout” table below.
5.
Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules, assuming an investment of $100 in our common shares at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our common stock on the last trading day in the applicable fiscal year. The closing price of our common stock on December 31, 2023, December 31, 2022, and December 31, 2021was $1.12, $65.00, and $975.00 respectively.

PEO Equity Award Adjustment Breakout

To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:

 

Year

 

Summary
Compensation
Table Total
for CEO

 

 

Reported
Value of
Equity
Awards for
CEO(1)

 

 

Fair Value
as of Year
End of
Outstanding
and Unvested
Awards
Granted
During the
Year

 

 

Change in
Fair Value
of Outstanding
and
Unvested
Awards
Granted in
Prior Years

 

 

Fair Value
at Vesting
of Awards
Granted and
Vested During
the Year

 

 

Change in
Fair Value
as of Vesting
Date of Awards
Granted in Prior
Fiscal Years for
Which Applicable
 Vesting Conditions
Were Satisfied
during
the Year

 

 

Compensation
Actually Paid
to CEO

 

2023

 

$

420,691

 

 

$

(43,166

)

 

$

5,454

 

 

$

(45,219

)

 

$

43,166

 

 

$

(7,305

)

 

$

373,621

 

2022

 

$

733,086

 

 

$

(140,621

)

 

$

20,633

 

 

$

(915,329

)

 

$

172,999

 

 

$

(28,652

)

 

$

(157,884

)

2021

 

$

4,727,650

 

 

$

(3,851,471

)

 

$

721,507

 

 

$

(15,757

)

 

$

232,560

 

 

$

95,811

 

 

$

1,910,300

 

 

(1)
Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table.

Non-PEO NEO Equity Award Adjustment Breakout

To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:

 

Year

 

Average
Summary
Compensation
Table Total for
Non-CEO
NEOs

 

 

Reported
Value of
Equity
Awards for
Non-CEO
NEOs(1)

 

 

Fair Value
as of Year
End of
Outstanding
and Unvested
Awards
Granted
During the
Year

 

 

Change in
Fair Value
of Outstanding
and
Unvested
Awards
Granted in
Prior Years

 

 

Fair Value
at Vesting
of Awards
Granted and
Vested During
the Year

 

 

Change in
Fair Value
as of Vesting
Date of Awards
Granted in Prior
Fiscal Years for
Which Applicable
 Vesting Conditions
Were Satisfied
during
the Year

 

 

Compensation
Actually Paid
to Non-CEO
NEOs

 

2023

 

$

351,335

 

 

$

(5,150

)

 

$

651

 

 

$

(4,324

)

 

$

—

 

 

$

(1,310

)

 

$

341,202

 

2022

 

$

418,365

 

 

$

(93,119

)

 

$

8,125

 

 

$

(20,750

)

 

$

30,749

 

 

$

(8,089

)

 

$

335,281

 

 

(1)
Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table
   
Named Executive Officers, Footnote
3.
The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Ms. Bright and Mr. Sandor, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021. The other named executive officers for each of fiscal 2023 and 2022 were Jennifer Bright and Steven Sandor. There were no NEOs, other than our PEO, in fiscal 2021.
   
PEO Total Compensation Amount [1] $ 420,691 $ 733,086 $ 4,727,650
PEO Actually Paid Compensation Amount [2] $ 373,621 (157,884) 1,910,300
Adjustment To PEO Compensation, Footnote

PEO Equity Award Adjustment Breakout

To calculate the amounts in the “Compensation Actually Paid to PEO” column in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:

 

Year

 

Summary
Compensation
Table Total
for CEO

 

 

Reported
Value of
Equity
Awards for
CEO(1)

 

 

Fair Value
as of Year
End of
Outstanding
and Unvested
Awards
Granted
During the
Year

 

 

Change in
Fair Value
of Outstanding
and
Unvested
Awards
Granted in
Prior Years

 

 

Fair Value
at Vesting
of Awards
Granted and
Vested During
the Year

 

 

Change in
Fair Value
as of Vesting
Date of Awards
Granted in Prior
Fiscal Years for
Which Applicable
 Vesting Conditions
Were Satisfied
during
the Year

 

 

Compensation
Actually Paid
to CEO

 

2023

 

$

420,691

 

 

$

(43,166

)

 

$

5,454

 

 

$

(45,219

)

 

$

43,166

 

 

$

(7,305

)

 

$

373,621

 

2022

 

$

733,086

 

 

$

(140,621

)

 

$

20,633

 

 

$

(915,329

)

 

$

172,999

 

 

$

(28,652

)

 

$

(157,884

)

2021

 

$

4,727,650

 

 

$

(3,851,471

)

 

$

721,507

 

 

$

(15,757

)

 

$

232,560

 

 

$

95,811

 

 

$

1,910,300

 

 

(1)
Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table.
    
Non-PEO NEO Average Total Compensation Amount [3] $ 351,335 418,365 0
Non-PEO NEO Average Compensation Actually Paid Amount [4] $ 341,202 335,281 0
Adjustment to Non-PEO NEO Compensation Footnote

Non-PEO NEO Equity Award Adjustment Breakout

To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:

 

Year

 

Average
Summary
Compensation
Table Total for
Non-CEO
NEOs

 

 

Reported
Value of
Equity
Awards for
Non-CEO
NEOs(1)

 

 

Fair Value
as of Year
End of
Outstanding
and Unvested
Awards
Granted
During the
Year

 

 

Change in
Fair Value
of Outstanding
and
Unvested
Awards
Granted in
Prior Years

 

 

Fair Value
at Vesting
of Awards
Granted and
Vested During
the Year

 

 

Change in
Fair Value
as of Vesting
Date of Awards
Granted in Prior
Fiscal Years for
Which Applicable
 Vesting Conditions
Were Satisfied
during
the Year

 

 

Compensation
Actually Paid
to Non-CEO
NEOs

 

2023

 

$

351,335

 

 

$

(5,150

)

 

$

651

 

 

$

(4,324

)

 

$

—

 

 

$

(1,310

)

 

$

341,202

 

2022

 

$

418,365

 

 

$

(93,119

)

 

$

8,125

 

 

$

(20,750

)

 

$

30,749

 

 

$

(8,089

)

 

$

335,281

 

 

(1)
Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table
   
Total Shareholder Return Amount [5] $ 1.73 6.67 93.59
Net Income (Loss) $ (20,941,000) $ (28,634,000) $ (16,158,000)
PEO Name Mr. Beaver Mr. Beaver Mr. Beaver
Closing Price $ 1.12 $ 65 $ 975
PEO | Adjustment To Compensation Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [6] $ (43,166) $ (140,621) $ (3,851,471)
PEO | Adjustments To Compensation Fair Value as of Year End of Outstanding and Unvested Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,454 20,633 721,507
PEO | Adjustments To Compensation Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (45,219) (915,329) (15,757)
PEO | Adjustments To Compensation Fair Value at Vesting of Awards Granted and Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 43,166 172,999 232,560
PEO | Adjustments To Compensation Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (7,305) (28,652) $ 95,811
Non-PEO NEO | Adjustment To Compensation Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7] (5,150) (93,119)  
Non-PEO NEO | Adjustments To Compensation Fair Value as of Year End of Outstanding and Unvested Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 651 8,125  
Non-PEO NEO | Adjustments To Compensation Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,324) (20,750)  
Non-PEO NEO | Adjustments To Compensation Fair Value at Vesting of Awards Granted and Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 30,749  
Non-PEO NEO | Adjustments To Compensation Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During The Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,310) $ (8,089)  
[1] The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Beaver, in the Summary Compensation Table ("SCT") for fiscal years 2023, 2022 and 2021
[2] The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. SEC rules require certain adjustments be made to the SCT total compensation which are detailed in the “PEO Equity Award Adjustment Breakout” table below
[3] The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO, namely Ms. Bright and Mr. Sandor, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021. The other named executive officers for each of fiscal 2023 and 2022 were Jennifer Bright and Steven Sandor. There were no NEOs, other than our PEO, in fiscal 2021
[4] The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. SEC rules require certain adjustments be made to the SCT total compensation to determine “compensation actually paid” for purposes of the Pay vs. Performance Table, which are detailed in the “Non-PEO NEO Equity Award Adjustment Breakout” table below
[5] Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules, assuming an investment of $100 in our common shares at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our common stock on the last trading day in the applicable fiscal year. The closing price of our common stock on December 31, 2023, December 31, 2022, and December 31, 2021was $1.12, $65.00, and $975.00 respectively
[6] Represents the grant date fair value of the equity awards to our PEO, as reported in the Summary Compensation Table.
[7] Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table