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 Disclosure

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, or PEO, and our non-PEO named executive officers, or Non-PEO NEOs, and our performance for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.

 

Year

 

Summary
Compensation
Table Total
for PEO ($)(1)

 

Compensation
Actually Paid
to PEO ($)(2)

 

Average
Summary
Compensation
Table Total for
Non-PEO
NEOs ($)(1)

 

Average
Compensation
Actually Paid to
Non-PEO
NEOs ($)(2)(3)

 

Value of
Initial Fixed
$100
Investment
based on:
Total
Shareholder
Return ($)(4)

 

Net
Income
($ Millions)

2024

 

1,393,921

 

294,833

 

1,138,725

 

528,183

 

9.64

 

(41)

2023

 

3,015,480

 

1,356,650

 

1,202,503

 

117,009

 

23.34

 

(51)

2022

 

1,373,850

 

(610,573)

 

1,112,289

 

(996,435)

 

25.20

 

(53)

 

(1)
Daniel R. Passeri was our PEO for all years in the table. The Non-PEO NEOs were Kerri-Ann Millar and Anish Suri for 2023, and Kerri-Ann Millar, Anish Suri and Matteo Levisetti for 2024.
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers during
the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v) and as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.

 

Year

 

Summary
Compensation
Table Total
for PEO ($)

 

Exclusion of
Option Awards
for PEO ($)

 

Inclusion of
Equity Value
for PEO ($)

 

Compensation
Actually Paid
to PEO ($)

2024

 

1,393,921

 

(711,195)

 

(387,893)

 

294,833

2023

 

3,015,480

 

(2,407,500)

 

748,670

 

1,356,650

2022

 

1,373,850

 

(388,130)

 

(1,596,293)

 

(610,573)

 

Year

 

Average Summary
Compensation Table
Total for Non-PEO
NEOs ($)

 

Average Exclusion
of Option Awards
for Non-PEO
NEOs ($)

 

Average Inclusion of
Equity Values for
Non-PEO NEOs ($)

 

Average
Compensation
Actually Paid to
Non-PEO
NEOs ($)

2024

 

1,138,725

 

(589,023)

 

(21,519)

 

528,183

2023

 

1,202,503

 

(736,514)

 

(348,980)

 

117,009

2022

 

1,112,289

 

(511,782)

 

(1,596,942)

 

(996,435)

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Outstanding and
Unvested as of
Last Day of Year
for PEO ($)

 

Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of
Outstanding and
Unvested Equity
Awards Granted
in any Prior Year
for PEO ($)

 

Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for PEO ($)

 

Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
Granted in any
Prior Year that
Vested During
Year for PEO

 

Fair Value
at Last Day
of Prior
Year Equity
Awards
Forfeited
During Year
for PEO

 

Total –
Inclusion of
Equity
Values for
PEO ($)

2024

 

524,484

 

(543,213)

 

13,195

 

(382,359)

 

—

 

(387,893)

2023

 

1,190,794

 

(245,681)

 

247,336

 

(443,779)

 

—

 

748,670

2022

 

172,343

 

(825,671)

 

18,280

 

(961,245)

 

—

 

(1,596,293)

 

Year

 

Average Year-
End Fair Value
of Equity
Awards Granted
During Year
That Remained
Outstanding and
Unvested as of
Last Day of
Year for Non-
PEO NEOs ($)

 

Average Change
in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted
in any Prior Year
for Non-PEO
NEOs ($)

 

Average
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-
PEO NEOs
($)

 

Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
Granted in any
Prior Year that
Vested During
Year for Non-
PEO NEOs ($)

 

Average
Fair Value at
Last Day of
Prior Year
of Equity
Awards
Forfeited
During Year
for Non-
PEO NEOs
($)

 

Total –
Average
Inclusion of
Equity
Values for
Non-PEO
NEOs ($)

2024

 

226,194

 

(157,584)

 

17,572

 

(107,701)

 

—

 

(21,519)

2023

 

439,267

 

(199,605)

 

88,258

 

(676,900)

 

—

 

(348,980)

2022

 

159,862

 

(970,523)

 

20,142

 

(806,423)

 

—

 

(1,596,942)

 

Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the amounts set forth in the Summary Compensation Table.

(4) Assumes $100 was invested for the period starting December 31, 2021 through the end of the listed year in our common stock. Historical stock performance is not necessarily indicative of future stock performance.

   
Named Executive Officers, Footnote Daniel R. Passeri was our PEO for all years in the table. The Non-PEO NEOs were Kerri-Ann Millar and Anish Suri for 2023, and Kerri-Ann Millar, Anish Suri and Matteo Levisetti for 2024.    
PEO Total Compensation Amount $ 1,393,921,000 $ 3,015,480,000 $ 1,373,850,000
PEO Actually Paid Compensation Amount 294,833,000 1,356,650,000 (610,573,000)
Non-PEO NEO Average Total Compensation Amount 1,138,725,000 1,202,503,000 1,112,289,000
Non-PEO NEO Average Compensation Actually Paid Amount $ 528,183,000 117,009,000 (996,435,000)
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table.

 

Year

 

Summary
Compensation
Table Total
for PEO ($)

 

Exclusion of
Option Awards
for PEO ($)

 

Inclusion of
Equity Value
for PEO ($)

 

Compensation
Actually Paid
to PEO ($)

2024

 

1,393,921

 

(711,195)

 

(387,893)

 

294,833

2023

 

3,015,480

 

(2,407,500)

 

748,670

 

1,356,650

2022

 

1,373,850

 

(388,130)

 

(1,596,293)

 

(610,573)

 

Year

 

Average Summary
Compensation Table
Total for Non-PEO
NEOs ($)

 

Average Exclusion
of Option Awards
for Non-PEO
NEOs ($)

 

Average Inclusion of
Equity Values for
Non-PEO NEOs ($)

 

Average
Compensation
Actually Paid to
Non-PEO
NEOs ($)

2024

 

1,138,725

 

(589,023)

 

(21,519)

 

528,183

2023

 

1,202,503

 

(736,514)

 

(348,980)

 

117,009

2022

 

1,112,289

 

(511,782)

 

(1,596,942)

 

(996,435)

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Outstanding and
Unvested as of
Last Day of Year
for PEO ($)

 

Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of
Outstanding and
Unvested Equity
Awards Granted
in any Prior Year
for PEO ($)

 

Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for PEO ($)

 

Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
Granted in any
Prior Year that
Vested During
Year for PEO

 

Fair Value
at Last Day
of Prior
Year Equity
Awards
Forfeited
During Year
for PEO

 

Total –
Inclusion of
Equity
Values for
PEO ($)

2024

 

524,484

 

(543,213)

 

13,195

 

(382,359)

 

—

 

(387,893)

2023

 

1,190,794

 

(245,681)

 

247,336

 

(443,779)

 

—

 

748,670

2022

 

172,343

 

(825,671)

 

18,280

 

(961,245)

 

—

 

(1,596,293)

 

Year

 

Average Year-
End Fair Value
of Equity
Awards Granted
During Year
That Remained
Outstanding and
Unvested as of
Last Day of
Year for Non-
PEO NEOs ($)

 

Average Change
in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Outstanding and
Unvested Equity
Awards Granted
in any Prior Year
for Non-PEO
NEOs ($)

 

Average
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During Year
that Vested
During Year
for Non-
PEO NEOs
($)

 

Average
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested
Equity Awards
Granted in any
Prior Year that
Vested During
Year for Non-
PEO NEOs ($)

 

Average
Fair Value at
Last Day of
Prior Year
of Equity
Awards
Forfeited
During Year
for Non-
PEO NEOs
($)

 

Total –
Average
Inclusion of
Equity
Values for
Non-PEO
NEOs ($)

2024

 

226,194

 

(157,584)

 

17,572

 

(107,701)

 

—

 

(21,519)

2023

 

439,267

 

(199,605)

 

88,258

 

(676,900)

 

—

 

(348,980)

2022

 

159,862

 

(970,523)

 

20,142

 

(806,423)

 

—

 

(1,596,942)

 

Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the amounts set forth in the Summary Compensation Table.

   
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

img78869026_3.jpg

    
Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Loss

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, and our Net Loss during the three most recently completed fiscal years.

img78869026_4.jpg

    
Total Shareholder Return Amount $ 9,640 23,340 25,200
Net Income (Loss) $ (41,000,000) $ (51,000,000) $ (53,000,000)
PEO Name Daniel R. Passeri Daniel R. Passeri Daniel R. Passeri
Additional 402(v) Disclosure
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers during
the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v) and as described in footnote 3 below. 		   
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (387,893,000) $ 748,670,000 $ (1,596,293,000)
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 524,484,000 1,190,794,000 172,343,000
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 (543,213,000) (245,681,000) (825,671,000)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 13,195,000 247,336,000 18,280,000
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 (382,359,000) (443,779,000) (961,245,000)
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 0 0 0
PEO | Exclusion Of Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (711,195,000) (2,407,500,000) (388,130,000)
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (21,519,000) (348,980,000) (1,596,942,000)
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 226,194,000 439,267,000 159,862,000
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 (157,584,000) (199,605,000) (970,523,000)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,572,000 88,258,000 20,142,000
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 (107,701,000) (676,900,000) (806,423,000)
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 0 0 0
Non-PEO NEO | Exclusion Of Stock Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (589,023,000) $ (736,514,000) $ (511,782,000)