Pay vs Performance Disclosure - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
| Year | Summary Compensation Table Total for first Principal Executive Officer (“PEO”) | Summary Compensation Table Total for Principal Executive Officer ("PEO") | Compensation Actually Paid to PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”) | Net Income (Loss) (thousands) | ||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||||||||||
2024 | $ | — | $ | 954,883 | $ | — | $ | 948,827 | $ | 604,120 | $ | 608,905 | $ | (30) | $ | 3,595 | ||||||||||
2023 | $ | 546,154 | $ | 805,247 | $ | 546,154 | $ | 710,294 | $ | 530,149 | $ | 474,985 | $ | (85) | $ | (12,514) | ||||||||||
| 2022 | $ | 381,852 | $ | 714,182 | $ | 335,670 | $ | 562,515 | $ | 353,765 | $ | 242,504 | $ | (94) | $ | (13,584) | ||||||||||
| Year | Reported Summary Compensation Table Total for PEO ($) | Exclusion of Equity Awards Reported in Summary Compensation Table (a) ($) | Equity Award Adjustments (b) ($) | Compensation Actually Paid to PEO ($) | ||||||||||||||||||||||
2024 | $ | 954,883 | $ | (193,644) | $ | 187,588 | $ | 948,827 | ||||||||||||||||||
2023 | $ | 805,247 | $ | (216,347) | $ | 121,394 | $ | 710,294 | ||||||||||||||||||
| 2022 | $ | 714,182 | $ | (249,250) | $ | 97,583 | $ | 562,515 | ||||||||||||||||||
(a)The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any
dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year for PEO ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for PEO ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for PEO ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for PEO ($) | Total Equity Award Adjustments for PEO ($) | |||||||||||||||||||||||||||||||||||||
2024 | $ | 139,101 | $ | 27,244 | $ | — | $ | 21,243 | $ | — | $ | — | $ | 187,588 | ||||||||||||||||||||||||||||||
2023 | $ | 81,000 | $ | 10,484 | $ | 27,000 | $ | 2,910 | $ | — | $ | — | $ | 121,394 | ||||||||||||||||||||||||||||||
| 2022 | $ | 94,383 | $ | 1,697 | $ | — | $ | 1,503 | $ | — | $ | — | $ | 97,583 | ||||||||||||||||||||||||||||||
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year.
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Exclusion of Average Reported Value of Equity Awards Reported in the Summary Compensation Table for Non-PEO NEOs ($) | Average Equity Award Adjustments for Non-PEO NEOs (a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||||||||||||||
2024 | $604,120 | $(92,767) | $97,551 | $608,905 | ||||||||||||||||||||||
2023 | $530,149 | $(129,634) | $74,470 | $474,985 | ||||||||||||||||||||||
| 2022 | $353,765 | $(111,294) | $33 | $242,504 | ||||||||||||||||||||||
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | |||||||||||||||||||||||||||||||||||||
2024 | $ | 66,637 | $ | 17,699 | $ | — | $ | 13,215 | $ | — | $ | — | $ | 97,551 | ||||||||||||||||||||||||||||||
2023 | $ | 49,950 | $ | 5,881 | $ | 16,650 | $ | 1,989 | $ | — | $ | — | $ | 74,470 | ||||||||||||||||||||||||||||||
| 2022 | $ | 24,498 | $ | (10,979) | $ | — | $ | (13,486) | $ | — | $ | — | $ | 33 | ||||||||||||||||||||||||||||||
Compensation Actually Paid and Cumulative TSR
As shown in the following graph, the compensation actually paid to the PEOs and the average amount of compensation actually paid to our non-PEO NEOs as a group (excluding the PEOs) during the periods presented do not have significant correlation given that a significant portion of their compensation is in the form of long-term equity awards. However, equity awards values are significantly impacted by changes in our stock price each period. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing
Compensation Actually Paid and Net Income (Loss)
Our company has not historically looked to net income (loss) as a performance measure for our executive compensation program. Our net income (loss) was approximately $(13.6) million in 2022, $(12.5) million in 2023, and $3.6 million in 2024.
our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2022, 2023 or 2024.
(6)The dollar amounts reported in column (g) represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.