The following tables and related disclosures provide information about (i) the total compensation of our CEO (our principal executive officer), and our other Named Executive Officers (“other NEOs”), as presented in the table under "Executive Compensation - Summary Compensation Table" (“SCT”), (ii) the “compensation actually paid” (“CAP”) to our CEO and our other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, 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 CEO (1) |
Compensation Actually Paid to CEO (2) |
Average Summary Compensation Table Total for Other NEOs (1) |
Average Compensation Actually Paid to Other NEOs (2) |
Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) |
Net Income (Loss) (4) |
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|
2025 |
$ | 840,686 | $ | 372,924 | $ | 506,067 | $ | 326,051 | $ | 1.81 | $ | (21,464,771 | ) | |||||||||||
|
2024 |
645,795 | 642,377 | 495,755 | 497,077 | 26.14 | (24,992,296 | ) | |||||||||||||||||
|
2023 |
384,200 | 334,063 | 326,267 | 314,994 | 57.35 | (25,966,762 | ) | |||||||||||||||||
|
(1) |
These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our other NEOs. |
|
(2) |
These amounts reflect the amount of CAP for our CEO and other NEOs as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine CAP: |
|
2025 |
2024 |
2023 |
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|
CEO |
Average for Other NEOs |
CEO |
Average for Other NEOs |
CEO |
Average for Other NEOs |
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|
SCT Total Pay |
$ | 840,686 | $ | 506,067 | $ | 645,795 | $ | 495,755 | $ | 384,200 | $ | 326,267 | ||||||||||||
|
Deduct value of equity awards granted during the year as reported in the SCT |
(452,991 | ) | (170,940 | ) | (75,495 | ) | (33,865 | ) | - | - | ||||||||||||||
|
Add year-end value of unvested equity awards granted during the year |
30,979 | 11,690 | 85,295 | 38,261 | - | - | ||||||||||||||||||
|
Add change in value of unvested equity awards granted in prior years |
(52,968 | ) | (23,760 | ) | (13,804 | ) | (3,176 | ) | (57,530 | ) | (12,159 | ) | ||||||||||||
|
Add change in value of equity awards granted in prior years that vested during the year |
7,218 | 2,994 | 586 | 102 | 7,393 | 886 | ||||||||||||||||||
|
Compensation Actually Paid |
$ | 372,924 | $ | 326,051 | $ | 642,377 | $ | 497,077 | $ | 334,063 | $ | 314,994 | ||||||||||||
|
(3) |
Total shareholder return (“TSR”) represents the value on the last trading day of each of 2025, 2024 and 2023 of an investment of $100 in our Common Stock on the last trading day of 2022. |
|
(4) |
The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |
|
2025 |
2024 |
2023 |
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|
CEO |
Average for Other NEOs |
CEO |
Average for Other NEOs |
CEO |
Average for Other NEOs |
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|
SCT Total Pay |
$ | 840,686 | $ | 506,067 | $ | 645,795 | $ | 495,755 | $ | 384,200 | $ | 326,267 | ||||||||||||
|
Deduct value of equity awards granted during the year as reported in the SCT |
(452,991 | ) | (170,940 | ) | (75,495 | ) | (33,865 | ) | - | - | ||||||||||||||
|
Add year-end value of unvested equity awards granted during the year |
30,979 | 11,690 | 85,295 | 38,261 | - | - | ||||||||||||||||||
|
Add change in value of unvested equity awards granted in prior years |
(52,968 | ) | (23,760 | ) | (13,804 | ) | (3,176 | ) | (57,530 | ) | (12,159 | ) | ||||||||||||
|
Add change in value of equity awards granted in prior years that vested during the year |
7,218 | 2,994 | 586 | 102 | 7,393 | 886 | ||||||||||||||||||
|
Compensation Actually Paid |
$ | 372,924 | $ | 326,051 | $ | 642,377 | $ | 497,077 | $ | 334,063 | $ | 314,994 | ||||||||||||
|
(3) |
Total shareholder return (“TSR”) represents the value on the last trading day of each of 2025, 2024 and 2023 of an investment of $100 in our Common Stock on the last trading day of 2022. |
|
(4) |
The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |
Analysis of Information Presented in the Pay Versus Performance Table
The graphs below illustrate the relationship between the CAP for our CEO and the average CAP for our other NEOs, versus (i) our TSR, and (ii) our net income (loss) for the years ended December 31, 2025, 2024 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 at December 31, 2022.
Analysis of Information Presented in the Pay Versus Performance Table
The graphs below illustrate the relationship between the CAP for our CEO and the average CAP for our other NEOs, versus (i) our TSR, and (ii) our net income (loss) for the years ended December 31, 2025, 2024 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100 at December 31, 2022.