The following table provides information required under the SEC’s Item 402(v) of Regulation S-K disclosing:
The CAP values reported, calculated in accordance with the relevant rules, are determined based on a series of adjustments applied to the total compensation figure reported in the summary compensation table for each named executive officer. CAP values include the fair value for stock options and restricted stock units granted in a particular year as of the end of the grant year (as opposed to the fair value on the date of grant used for purposes of the summary compensation table), and the change in fair value from the prior year of previously granted stock options and restricted stock units measured as of December 31 of the reporting year, or if the award vested during the year, as of the vesting date. In light of this methodology, the CAP values are significantly impacted by the per share price of our common stock on each valuation date. CAP values do not reflect the actual amount of compensation earned by or paid to the individual named executive officers in the relevant year.
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 Shareholder Return |
|
Net Income (Loss) |
|
|||||
(a) |
|
(b)1 |
|
(c)2 |
|
(d)1 |
|
(e)2 |
|
(f)3 |
|
(g)4 |
|
|||||
2025 |
|
|
2,669,073 |
|
|
(758,405 |
) |
|
2,728,965 |
|
|
391,927 |
|
49.06 |
|
$ |
(30.7 |
) |
2024 |
|
|
1,130,450 |
|
|
(3,128,474 |
) |
|
1,037,914 |
|
|
(744,083 |
) |
52.17 |
|
$ |
2.2 |
|
2023 |
|
|
6,224,816 |
|
|
14,915,849 |
|
|
1,563,924 |
|
|
4,065,193 |
|
64.33 |
|
$ |
(8.2 |
) |
|
|
2025 |
|
||||
|
|
PEO |
|
Average of Non-PEO |
|
||
Total Compensation from Summary Compensation Table |
|
|
2,669,073 |
|
|
2,728,965 |
|
Subtract: the amounts reported in the Summary Compensation Table in respect of all equity awards |
|
|
(1,171,123 |
) |
|
(1,676,033 |
) |
Add: the fair value of all equity awards granted during the year that were outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
96,412 |
|
|
242,279 |
|
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and remain outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
(981,322 |
) |
|
(354,661 |
) |
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and that vested during the year, with the final value calculated as of the vesting date |
|
|
(1,371,445 |
) |
|
(548,623 |
) |
Subtract: the prior year’s year end value ascribed to any equity awards for which the vesting conditions were not met (and awards were therefore forfeited) as of the end of or during the year |
|
|
— |
|
|
— |
|
Compensation Actually Paid (CAP) |
|
|
(758,405 |
) |
|
391,927 |
|
The Company does not sponsor or maintain a defined benefit pension plan, and no such benefits are provided to our NEOs; therefore, no adjustments have been made to the Summary Compensation Table totals for changes in pension values. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. |
|
||||||
|
|
2025 |
|
||||
|
|
PEO |
|
Average of Non-PEO |
|
||
Total Compensation from Summary Compensation Table |
|
|
2,669,073 |
|
|
2,728,965 |
|
Subtract: the amounts reported in the Summary Compensation Table in respect of all equity awards |
|
|
(1,171,123 |
) |
|
(1,676,033 |
) |
Add: the fair value of all equity awards granted during the year that were outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
96,412 |
|
|
242,279 |
|
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and remain outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
(981,322 |
) |
|
(354,661 |
) |
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and that vested during the year, with the final value calculated as of the vesting date |
|
|
(1,371,445 |
) |
|
(548,623 |
) |
Subtract: the prior year’s year end value ascribed to any equity awards for which the vesting conditions were not met (and awards were therefore forfeited) as of the end of or during the year |
|
|
— |
|
|
— |
|
Compensation Actually Paid (CAP) |
|
|
(758,405 |
) |
|
391,927 |
|
The Company does not sponsor or maintain a defined benefit pension plan, and no such benefits are provided to our NEOs; therefore, no adjustments have been made to the Summary Compensation Table totals for changes in pension values. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. |
|
||||||
|
|
2025 |
|
||||
|
|
PEO |
|
Average of Non-PEO |
|
||
Total Compensation from Summary Compensation Table |
|
|
2,669,073 |
|
|
2,728,965 |
|
Subtract: the amounts reported in the Summary Compensation Table in respect of all equity awards |
|
|
(1,171,123 |
) |
|
(1,676,033 |
) |
Add: the fair value of all equity awards granted during the year that were outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
96,412 |
|
|
242,279 |
|
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and remain outstanding and unvested as of the end of the year, with the value calculated as of year end |
|
|
(981,322 |
) |
|
(354,661 |
) |
Add: the positive or negative year-over-year change in fair value of all equity awards granted in prior years and that vested during the year, with the final value calculated as of the vesting date |
|
|
(1,371,445 |
) |
|
(548,623 |
) |
Subtract: the prior year’s year end value ascribed to any equity awards for which the vesting conditions were not met (and awards were therefore forfeited) as of the end of or during the year |
|
|
— |
|
|
— |
|
Compensation Actually Paid (CAP) |
|
|
(758,405 |
) |
|
391,927 |
|
The Company does not sponsor or maintain a defined benefit pension plan, and no such benefits are provided to our NEOs; therefore, no adjustments have been made to the Summary Compensation Table totals for changes in pension values. The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant. |
|
||||||
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Net Income (Loss)
In accordance with Item 402(v) of Regulation S-K, the Company is providing analysis below of the relationships between the reported CAP values and each of the financial performance measures presented in the Pay Versus Performance Table. The Company makes compensation decisions based on a number of factors, and has not specifically evaluated the performance measures reported in the Pay Versus Performance Table against the NEOs’ CAP values (as calculated in accordance with Item 402(v) of Regulation S-K) for a particular year. Therefore, the alignment outcomes reported below may not accurately reflect the Company’s goals of linking pay with performance and aligning the interests of NEOs with those of our shareholders.