Pay Versus Performance
The following tables and related disclosures provide information about (i) the “total compensation” of the Company’s principal executive officer (the “PEO”) and its other named executive officers (the “Non-PEO NEOs”) as presented in the Summary Compensation Table on page 12 of this proxy statement, (ii) the “compensation actually paid” to the Company’s PEO and its Non-PEO NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” to those financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (“Item 402(v)”) and does not necessarily reflect value realized by the executives or how the Company’s compensation committee evaluates compensation decisions in light of company or individual performance.
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Year |
Summary compensation table total for PEO(1) |
Compensation actually paid to PEO(2) |
Average summary compensation table total to non-PEO named executive officers(1) |
Average compensation actually paid to non-PEO named executive officers(2) |
Value of Initial Fixed $100 Investment Based on Total Shareholder Return |
Net Loss |
Revenue |
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|
2023 |
$ | 316,593 | $ | 299,404 | $ | 214,933 | $ | 170,602 | $ | 79 | $ | (4,648,000 | ) | $ | 12,230,000 | |||||||||||||
|
2024 |
$ | 317,952 | $ | 317,952 | $ | 265,501 | $ | 160,792 | $ | 90 | $ | (4,347,000 | ) | $ | 17,779,000 | |||||||||||||
|
2025 |
$ | 317,790 | $ | 317,790 | $ | 252,383 | $ | 244,188 | $ | 90 | $ | (15,189,000 | ) | $ | 7,765,000 | |||||||||||||
(1) Our PEO was Dennis Calvert for each of the fiscal years presented above. Our non-PEO NEOs reflected in this table are Kenneth R. Code, Joseph L. Provenzano, and Charles K. Dargan II. Amounts in this column represent the total compensation paid to our PEO in each listed fiscal year as shown in our Summary Compensation Table or, for our NEOs other than our PEO, the average amount of the total compensation paid to our NEOs as shown in the "Total" column of our Summary Compensation Table for the applicable fiscal year.
(2) Compensation Actually Paid represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
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2023 |
2024 |
2025 |
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|
PEO |
Average of non-PEO NEOs |
PEO |
Average of non-PEO NEOs |
PEO |
Average of non-PEO NEOs |
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|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
$ | (17,189 | ) | $ | (31,512 | ) | $ | - | $ | - | $ | - | $ | (112,953 | ) | |||||||||
|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
Increase based on ASC 718 Fair Value of Awards Granted in any prior FY that are outstanding and unvested as of the end of the covered FY |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
Increase based on ASC 718 Fair Value of Awards Granted in the covered FY that are outstanding and vested as of the end of the covered FY |
$ | 11,807 | $ | 29,193 | $ | - | $ | (25,500 | ) | $ | - | $ | (5,471 | ) | ||||||||||
|
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
$ | - | $ | 7,500 | $ | - | $ | (2,125 | ) | $ | - | $ | (9,191 | ) | ||||||||||
|
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
|
Total adjustments |
$ | (5,382 | ) | $ | 5,181 | $ | - | $ | (27,625 | ) | $ | - | $ | (127,615 | ) | |||||||||
Pay versus Performance Descriptive Disclosure
Compensation Actually Paid Versus Total Shareholder Return
The graph below reflects the relationship between the PEO and average non-PEO NEOs compensation actually paid as set forth in the table above, and the Company's cumulative Total Shareholder Return (TSR). TSR assumes an initial fixed investment of $100 at December 31, 2022 into the Company’s common stock, and returns $86 as of December 31, 2023, $97 at December 31, 2024, and $95 at December 31, 2025.
Compensation Actually Paid Versus Net Income (Loss)
The graph below reflects the relationship between the PEO and average non-PEO NEOs compensation actually paid and the Company's net loss for the years ended December 31, 2023, 2024 and 2025 of $4,648,000, $4,347,000, and $15,189,000, respectively.
Compensation Actually Paid Versus Revenue
The graph below reflects the relationship between the PEO and average non-PEO NEOs compensation actually paid and the Company's revenue for the years ended December 31, 2023, 2024 and 2025 of $12,230,000, $17,779,000, and $7,765,000. respectively.
