Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding “compensation actually paid” (as defined by such rules) for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
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2024 |
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9,556,445 |
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4,323,654 |
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5,768,736 |
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2,391,457 |
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118.72 |
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(27,307,000) |
2023 |
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1,719,791 |
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1,504,455 |
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957,760 |
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877,651 |
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98.60 |
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(56,076,000) |
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1.
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Robert Wiesenthal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year were Melissa Tomkiel and William Heyburn. |
2.
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The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
3.
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Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
4.
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Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
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2024 |
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9,556,445 |
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(7,947,374) |
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2,714,583 |
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4,323,654 |
2023 |
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1,719,791 |
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— |
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(215,336) |
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1,504,455 |
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2024 |
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5,768,736 |
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(4,813,473) |
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1,436,194 |
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2,391,457 |
2023 |
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957,760 |
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— |
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(80,109) |
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877,651 |
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1.
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The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) 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. During the periods presented, we did sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
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2024 |
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1,675,714 |
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899,781 |
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142,953 |
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(3,865) |
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— |
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2,714,583 |
2023 |
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— |
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(100,337) |
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— |
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(114,999) |
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— |
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(215,336) |
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2024 |
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1,020,000 |
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354,327 |
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67,903 |
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(6,036) |
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— |
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1,436,194 |
2023 |
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— |
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(39,999) |
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— |
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(40,110) |
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— |
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(80,109) |
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| Named Executive Officers, Footnote |
1.
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Robert Wiesenthal was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year were Melissa Tomkiel and William Heyburn. |
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| PEO Total Compensation Amount |
$ 9,556,445
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$ 1,719,791
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| PEO Actually Paid Compensation Amount |
$ 4,323,654
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1,504,455
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| Adjustment To PEO Compensation, Footnote |
3.
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Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
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2024 |
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9,556,445 |
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(7,947,374) |
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2,714,583 |
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4,323,654 |
2023 |
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1,719,791 |
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— |
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(215,336) |
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1,504,455 |
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1.
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The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) 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. During the periods presented, we did sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
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2024 |
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1,675,714 |
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899,781 |
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142,953 |
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(3,865) |
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— |
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2,714,583 |
2023 |
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— |
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(100,337) |
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— |
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(114,999) |
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— |
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(215,336) |
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| Non-PEO NEO Average Total Compensation Amount |
$ 5,768,736
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957,760
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,391,457
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877,651
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| Adjustment to Non-PEO NEO Compensation Footnote |
3.
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Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Less Grant Date Fair Value of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table for the applicable year. |
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2024 |
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5,768,736 |
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(4,813,473) |
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1,436,194 |
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2,391,457 |
2023 |
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957,760 |
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— |
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(80,109) |
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877,651 |
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1.
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The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) 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. During the periods presented, we did sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
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2024 |
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1,020,000 |
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354,327 |
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67,903 |
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(6,036) |
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— |
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1,436,194 |
2023 |
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— |
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(39,999) |
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— |
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(40,110) |
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— |
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(80,109) |
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| Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the cumulative TSR over the two most recently completed fiscal years for the Company.
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| Compensation Actually Paid vs. Net Income |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net loss during the two most recently completed fiscal years.
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| Total Shareholder Return Amount |
$ 118.72
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98.6
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| Net Income (Loss) |
$ (27,307,000)
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$ (56,076,000)
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| PEO Name |
Robert Wiesenthal
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Robert Wiesenthal
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| Equity Awards Adjustments, Footnote |
1.
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The amounts in Equity Award Adjustments column in the tables above include the addition (or subtraction, as applicable) of the following: (1) 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; (2) 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; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (4) 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; (5) 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. During the periods presented, we did sponsor a pension plan, pay dividends or have any other earnings paid on equity awards prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are set forth in the following tables: |
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2024 |
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1,675,714 |
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899,781 |
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142,953 |
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(3,865) |
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— |
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2,714,583 |
2023 |
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— |
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(100,337) |
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— |
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(114,999) |
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— |
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(215,336) |
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2024 |
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1,020,000 |
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354,327 |
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67,903 |
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(6,036) |
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— |
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1,436,194 |
2023 |
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— |
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(39,999) |
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— |
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(40,110) |
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— |
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(80,109) |
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| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (7,947,374)
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$ 0
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| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,714,583
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(215,336)
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,675,714
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0
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
899,781
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(100,337)
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| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
142,953
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0
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| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(3,865)
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(114,999)
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| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(4,813,473)
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0
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| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,436,194
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(80,109)
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,020,000
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0
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
354,327
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(39,999)
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
67,903
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0
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(6,036)
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(40,110)
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| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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$ 0
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