v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2025 and 2024, as applicable, and our financial performance for each such fiscal year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based on:

 

 

 

 

Year

 

Summary Compensation Table Total for PEO
($)

 

 

Compensation Actually Paid to PEO
($)
(1)(2)

 

 

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

 

 

Average Compensation Actually Paid to Non-PEO NEOs
($)
(1)(2)

 

 

Total Stockholder Return ("TSR")
($)

 

 

Net Loss (in thousands)
($)

 

2025

 

 

2,344,966

 

 

 

3,194,176

 

 

 

928,737

 

 

 

1,277,410

 

 

 

331.34

 

 

 

(34,280

)

2024

 

 

1,576,634

 

 

 

3,004,914

 

 

 

916,438

 

 

 

1,588,179

 

 

 

254.70

 

 

 

(31,404

)

 

(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). Mr. Curtis was our PEO for 2024 and 2025. Mr. Connaughton and Mr. Staab were our Non-PEO NEOs for 2024 and 2025.
(2)
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our 2025 Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.

 

Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

 

 

 

2025

 

 

2024

 

Adjustments

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

Total Compensation for Covered Fiscal Year from Summary Compensation Table

 

 

2,344,966

 

 

 

928,737

 

 

 

1,576,634

 

 

 

916,438

 

Deduct Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year

 

 

(1,307,238

)

 

 

(256,000

)

 

 

(458,388

)

 

 

(205,440

)

Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards in Fiscal Year

 

 

1,484,686

 

 

 

290,750

 

 

 

1,276,632

 

 

 

572,160

 

Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards in Prior Fiscal Years

 

 

442,653

 

 

 

203,909

 

 

 

516,159

 

 

 

258,080

 

Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

 

 

229,109

 

 

 

110,014

 

 

 

93,877

 

 

 

46,941

 

Deduct Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Total Compensation Actually Paid

 

 

3,194,176

 

 

 

1,277,410

 

 

 

3,004,914

 

 

 

1,588,179

 

The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

Relationship Between Financial Performance Measures

The graphs below compare the compensation actually paid to our principal executive officer and the average of the compensation actually paid to our remaining named executive officers, with (i) our cumulative TSR and (ii) our Net

Loss, in each case, for the fiscal years ended December 31, 2025 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

img117524391_3.gif

img117524391_4.jpg

 
Named Executive Officers, Footnote Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). Mr. Curtis was our PEO for 2024 and 2025. Mr. Connaughton and Mr. Staab were our Non-PEO NEOs for 2024 and 2025.  
PEO Total Compensation Amount $ 2,344,966 $ 1,576,634
PEO Actually Paid Compensation Amount $ 3,194,176 3,004,914
Adjustment To PEO Compensation, Footnote
(2)
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our 2025 Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.

 

Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

 

 

 

2025

 

 

2024

 

Adjustments

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

Total Compensation for Covered Fiscal Year from Summary Compensation Table

 

 

2,344,966

 

 

 

928,737

 

 

 

1,576,634

 

 

 

916,438

 

Deduct Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year

 

 

(1,307,238

)

 

 

(256,000

)

 

 

(458,388

)

 

 

(205,440

)

Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards in Fiscal Year

 

 

1,484,686

 

 

 

290,750

 

 

 

1,276,632

 

 

 

572,160

 

Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards in Prior Fiscal Years

 

 

442,653

 

 

 

203,909

 

 

 

516,159

 

 

 

258,080

 

Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

 

 

229,109

 

 

 

110,014

 

 

 

93,877

 

 

 

46,941

 

Deduct Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Total Compensation Actually Paid

 

 

3,194,176

 

 

 

1,277,410

 

 

 

3,004,914

 

 

 

1,588,179

 

The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

 
Non-PEO NEO Average Total Compensation Amount $ 928,737 916,438
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,277,410 1,588,179
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by our PEO or our non-PEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our 2025 Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.

 

Compensation actually paid to our named executive officers represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

 

 

 

2025

 

 

2024

 

Adjustments

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

 

PEO
($)

 

 

Average Non-PEO NEOs
($)

 

Total Compensation for Covered Fiscal Year from Summary Compensation Table

 

 

2,344,966

 

 

 

928,737

 

 

 

1,576,634

 

 

 

916,438

 

Deduct Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year

 

 

(1,307,238

)

 

 

(256,000

)

 

 

(458,388

)

 

 

(205,440

)

Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards in Fiscal Year

 

 

1,484,686

 

 

 

290,750

 

 

 

1,276,632

 

 

 

572,160

 

Add Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards in Prior Fiscal Years

 

 

442,653

 

 

 

203,909

 

 

 

516,159

 

 

 

258,080

 

Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Add Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

 

 

229,109

 

 

 

110,014

 

 

 

93,877

 

 

 

46,941

 

Deduct Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

 

 

 

 

 

 

 

 

 

 

 

 

Total Compensation Actually Paid

 

 

3,194,176

 

 

 

1,277,410

 

 

 

3,004,914

 

 

 

1,588,179

 

The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

 
Compensation Actually Paid vs. Net Income

img117524391_4.jpg

 
Total Shareholder Return Vs Peer Group

img117524391_3.gif

 
Total Shareholder Return Amount $ 331.34 254.7
Net Income (Loss) $ (34,280,000) $ (31,404,000)
PEO Name Mr. Curtis Mr. Curtis
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (1,307,238) $ (458,388)
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 1,484,686 1,276,632
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 442,653 516,159
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 229,109 93,877
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (256,000) (205,440)
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 290,750 572,160
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 203,909 258,080
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 $ 110,014 $ 46,941