| Fiscal Year (1) | Summary compensation table total for PEO (2) | Compensation actually paid to PEO (3) (4) | Average summary compensation table total for non-PEO named executive officers (5) | Average compensation actually paid to non-PEO named executive officers (6) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (7) | Net Loss (in thousands) (8) | ||||||||||||||||||
| 2025 | $ | 1,168,591 | $ | 964,580 | 724,814 | 648,268 | $ | 0.01 | $ | (15,987 | ) | |||||||||||||
| 2024 | $ | 1,103,680 | $ | 677,722 | $ | 982,691 | $ | 454,522 | $ | 0.10 | $ | (14,858 | ) | |||||||||||
| 2023 | $ | 624,348 | $ | 846,871 | $ | 671,667 | $ | 1,196,301 | $ | 52.92 | $ | (18,851 | ) | |||||||||||
(1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024 and 2023:
| Fiscal Year | PEO | Non-PEO NEOs | ||
| 2025 | John M. Climaco | Christopher Downs and Sandra Silberman | ||
| 2024 | John M. Climaco | Christopher Downs and Sandra Silberman | ||
| 2023 | John M. Climaco | Christopher Downs and Sandra Silberman |
(2) The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEOs for each corresponding year in the “Total” column of the Summary Executive Compensation Table. ‘Refer to “Executive and Director Compensation—Summary Executive Compensation Table”
(3) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our PEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information).
(4) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to our PEOs in accordance with the Pay Versus Performance Rules:
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (A) | Equity Award Adjustments (B) | Compensation Actually Paid to PEO | ||||||||||||
| 2025 | $ | 1,168,591 | $ | (269,591 | ) | $ | 65,580 | $ | 964,580 | |||||||
| 2024 | $ | 1,103,680 | $ | (292,817 | ) | $ | (133,141 | ) | $ | 677,722 | ||||||
| 2023 | $ | 624,348 | $ | (38,710 | ) | $ | 261,233 | $ | 846,871 | |||||||
(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 Executive 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 the 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; (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; and (vii) the incremental fair value of awards modified during 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 Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | |||||||||||||||||||||
| 2025 | $ | 23,883 | $ | (48 | ) | $ | 41,755 | $ | (11 | ) | $ | – | $ | – | $ | 65,580 | ||||||||||||
| 2024 | $ | 62 | $ | (123,551 | ) | $ | 4,635 | $ | (14,287 | ) | $ | – | $ | – | $ | (133,141 | ) | |||||||||||
| 2023 | $ | 163,434 | $ | 5,992 | $ | 17,469 | $ | 74,338 | $ | – | $ | – | $ | 261,233 | ||||||||||||||
(5) The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s Non-PEO NEOs as a group in the “Total” column of the Summary Executive Compensation Table in each applicable year.
(6) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with the Pay Versus Performance Rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the Pay Versus Performance Rules, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note (4)(B):
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | ||||||||||||
| 2025 | $ | 724,814 | $ | (101,114 | ) | $ | 24,568 | $ | 648,268 | |||||||
| 2024 | $ | 982,691 | $ | (219,615 | ) | $ | (308,554 | ) | $ | 454,522 | ||||||
| 2023 | $ | 671,667 | $ | (28,307 | ) | $ | 552,941 | $ | 1,196,301 | |||||||
(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 | |||||||||||||||||||||
| 2025 | $ | 8,958 | $ | (47 | ) | $ | 15,661 | $ | (4 | ) | $ | – | $ | – | $ | 24,568 | ||||||||||||
| 2024 | $ | 124 | $ | (268,416 | ) | $ | 9,274 | $ | (49,535 | ) | $ | – | $ | – | $ | (308,554 | ) | |||||||||||
| 2023 | $ | 348,249 | $ | 12,798 | $ | 53,575 | $ | 138,319 | $ | – | $ | – | $ | 552,941 | ||||||||||||||
(7) Assumes $100 invested in our common shares on December 31, 2022, and calculated based on the difference between the share price of our common stock at the end and the beginning of the measurement period, and reinvestment of all dividends. No cash dividends were paid in 2023, 2024 or 2025.
(8) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.
The following chart sets forth the relationship between CAP to our PEO, the average CAP to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
CAP and Company Net Income (Loss)
The following chart sets forth the relationship between CAP to our CEO, the average CAP to our Non-PEO NEOs, and our net income (loss) during the three most recently completed fiscal years.
