DEF 14A of Ponce Financial Group, Inc., Apr 26, 2024

DEF 14A of Ponce Financial Group, Inc.

Filed Apr 26, 2024 · FY20230000950170-24-048734

Open on EDGAR

  1. PROPOSAL I — ELECTION OF DIRECTORS

    PROPOSAL I — ELECTION OF DIRECTORS Our Board of Directors is comprised of eight members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Two directors have been nominated for election at the Annual Meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated James C. Demetriou and Nick R. Lugo to serve as directors for three-year terms, in order to comply with the above referenced Bylaw provision. Each nominee is currently a director of Ponce Financial Group, Inc. The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2023, and number of years of service as a director includes service with Ponce Bank and Ponce Financial Group, Inc.'s predecessor entities. With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Ponce Financial Group, Inc. is also a director of Ponce Bank.

  2. Directors

    Directors The following table sets forth certain information with respect to current directors, based upon information furnished by each director.

  3. Directors

    | | | | | Director | Term | | Name | Age | Position(s) | Independent | Since | Expires | | James C. Demetriou | 77 | Director | Yes | 2009 | 2024 | | Nick R. Lugo | 81 | Director | Yes | 1999 | 2024 | | Maria Alvarez | 59 | Director | Yes | 2019 | 2025 | | Julio Gurman | 87 | Director | Yes | 1994 | 2025 | | Carlos P. Naudon | 73 | Director, President and Chief Executive Officer | No | 2014 | 2025 | | William Feldman | 81 | Director | Yes | 1993 | 2026 | | Steven A. Tsavaris | 74 | Director and Executive Chairman of the Board | No | 1990 | 2026 | | James Perez | 51 | Director | Yes | 2022 | 2026 |

  4. Directors

    The nominees for directors with terms expiring in 2027 are: James C. Demetriou. Mr. Demetriou, age 77, has served as a director since 2009. Mr. Demetriou is a member of the Board of Directors of the Foundation. Mr. Demetriou is the President and Chief Executive Officer of First Management Corp., a property management company located in Astoria, New York, established in 1985 and which has a portfolio of over 130 residential, cooperative, condominium and commercial buildings. Mr. Demetriou is also a partner in the accounting firm, J. Demetriou & Co., established in 1970. In addition, Mr. Demetriou has been a New York licensed real estate broker and sponsoring broker of Archway Realty, Inc., in Astoria, New York since 1985. Furthermore, Mr. Demetriou is the President and Founder of Foxx Capital Funding, Inc. a New York licensed mortgage broker established in 1999. Mr. Demetriou has invested in certain real estate holdings and other investments with Mr. Tsavaris, among other persons. Nick R. Lugo. Mr. Lugo, age 81, has served as a director since 1999 and serves as Vice Chairman of the Board of Directors of Ponce Financial Group, Inc. and Ponce Bank. Mr. Lugo is a member of the Board of Directors of the Foundation. Mr. Lugo is an investor in real estate properties located in the New York area and holds these investments in several limited liability companies. Mr. Lugo is also President of Nick Lugo Travel Corp., which he founded in 1980. In addition, Mr. Lugo is also the owner and publisher of LaVoz Hispana, a weekly newspaper. Mr. Lugo also founded in 2006 the New York City Hispanic Chamber of Commerce and serves as its Chairman and President. Mr. Lugo is a Director of the Southern Boulevard Business Improvement District. The following directors of Ponce Financial Group, Inc. have terms expiring in 2026: William Feldman. Mr. Feldman, age 81, has served as a director since 1993. Mr. Feldman is a member of the Board of Directors of the Foundation. Mr. Feldman has been investing in and managing commercial and residential real estate properties in the New York metropolitan area for over 30 years. At the present time, Mr. Feldman is managing 12 properties, with ownership interests varying between 12.5% and 50.0%, held by The Feldman Living Trust. Until 2018, Mr. Feldman served as the President of the Southern Boulevard Business Improvement District, a not-for-profit entity whose mission is to increase the economic growth and stability of the Southern Boulevard shopping area. Mr. Feldman currently serves as a member of its Board of Directors. Prior to 2013, Mr. Feldman owned several men’s clothing stores. Steven A. Tsavaris. Mr. Tsavaris, age 74, has served as a director since 1990. In 2013, Mr. Tsavaris became Chairman of the Board and Chief Executive Officer of Ponce De Leon Federal Bank. Mr. Tsavaris currently serves as Executive Chairman, a salaried officer, of Ponce Bank. Mr. Tsavaris is Chairman of the Board and Executive Chairman, a salaried officer, of Ponce Financial Group, Inc. Mr. Tsavaris joined Ponce De Leon Federal Bank as an Executive Vice President in 1995, became President in 1999, and was made Chief Executive Officer in 2011. Mr. Tsavaris is the Chairman of the Board of Directors of the Foundation. His prior banking experience includes service with the National Bank of North America and the Bank Services Division of Litton Industries. Mr. Tsavaris is a U.S Army veteran and a graduate of City College of New York. Mr. Tsavaris is an experienced real estate investor and an active member of various community and philanthropic organizations, including the Southern Boulevard Chamber of Commerce, New York City Area Policy Board (Chairman), SOBO Business Improvement District (Treasurer) and the Neighborhood S.H.O.P.P. Program. He served as a trustee of the Westchester Medical Center, a then affiliate of Columbia-Presbyterian Hospital and was chairman of its audit committee. James Perez. Mr. Perez, age 51, was appointed as a new director in March of 2022. Mr. Perez is a real estate developer and retail business owner in the New York/New Jersey community. Mr. Perez is the owner of three family shoe stores. Mr. Perez has had a banking relationship with Ponce Bank for over 32 years. The following directors of Ponce Financial Group, Inc. have terms expiring in 2025: Maria Alvarez. Ms. Alvarez, age 59, has served as a director since 2019. Ms. Alvarez is a member of the Board of Directors of the Foundation. Ms. Alvarez is and has been the Executive Director of the New York StateWide Senior Action Council, Inc. since 2010. Since 2008, Ms. Alvarez has also been the Executive Director of the Brooklyn-wide Interagency Council on Aging Educational Fund, Inc. Julio Gurman. Mr. Gurman, age 87, has served as a director since 1994. Mr. Gurman is an investor in and manager of commercial and residential real estate properties in the New York metropolitan area. Mr. Gurman is a co-investor/manager of the same 12 properties as Mr. Feldman and Mr. Lugo. Carlos P. Naudon. Mr. Naudon, age 73, has served as a director since 2014. Mr. Naudon served as President and Chief Operating Officer of Ponce De Leon Federal Bank beginning in 2015 and presently serves as President and Chief Executive Officer of Ponce Bank. Mr. Naudon is President and Chief Executive Officer of Ponce Financial Group, Inc. Mr. Naudon is a member of the Board of Directors of the Foundation. Prior to becoming President of Ponce De Leon Federal Bank, Mr. Naudon served as a consultant and compliance counsel to Ponce De Leon Federal Bank. Mr. Naudon owns Banking Spectrum, Inc., now a banking publishing company, formerly a bank consulting company. Until 2015, Mr. Naudon was a partner in the law firm of Allister & Naudon. Both of the foregoing firms were established in 1984 to provide services to banking institutions. Mr. Naudon, a retired CPA, was Of Counsel to the law firm Cullen & Dykman from 2015 to 2019. Mr. Naudon has also previously served in many board positions at other companies, public and private. Before retiring from his consulting and law firms in 2015, Mr. Naudon was a frequent lecturer and speaker on banking issues, corporate governance, quality assurance and performance incentives. Mr. Naudon has current and previous service in various healthcare and community organizations and serves on the board of the Brooklyn Hospital Center of which he was the Chairman of the Board until 2018. Mr. Naudon is a member of the New York City Hispanic Chamber of Commerce and other professional associations. Mr. Naudon is a member of the boards and committees of various banking trade associations and regulatory advisory councils, including serving as vice Chairman of the Community Development Bankers Association, Chairman of the Minority Institutions Council of the Independent Bankers Association of America and Chairman of the Community Bank Advisory Council of the Consumer Financial Protection Bureau.

  5. Executive Officers Who are Not Directors

    Executive Officers Who are Not Directors Sergio J. Vaccaro, Mr. Vaccaro, age 48, was appointed Executive Vice President and Chief Financial Officer of Ponce Financial Group, Inc. and the Bank, effective June 1, 2022. Since 2013, Mr. Vaccaro has held a variety of roles at HSBC‎, most recently as CFO of Private Bank Americas from 2015 to May 2022. Prior to this role, he held the following roles with HSBC: Head of Financial Planning and Analysis from 2016 to 2018 (dual role) and Deputy CFO of Private Bank from 2013 to 2015. Prior to his roles with HSBC, Mr. Vaccaro held senior roles at Morgan Stanley and Citigroup. He majored in Accounting at the University of Buenos Aires and has an MBA from Cornell University. Luis Gerardo Gonzalez, Jr. Mr. Gonzalez, age 41, was appointed Executive Vice President and Chief Operating Officer of Ponce Financial Group, Inc. and the Bank, effective April 1, 2022. Mr. Gonzalez previously held a variety of roles at the Office of the Comptroller of the Currency (“OCC”)‎, including Team Leader / Supervisory National Bank Examiner, as well as Acting Assistant Deputy Comptroller. Mr. Gonzalez received his commission as a National Bank Examiner in 2012 and has over 15 years of experience with the OCC. He is a graduate of The University of Texas at El Paso. Frank Perez. Mr. Perez, age 56, was appointed Executive Vice President and Chief Investor Relations Officer of Ponce Financial Group, Inc. and the Bank effective June 1, 2022. Prior to such appointment, Mr. Perez served as Chief Financial Officer since January 2017‎. Mr. Perez is a certified public accountant (inactive) and has over 24 years of experience in the banking industry. Prior to joining Ponce Bank, Mr. Perez was, from January 2015 until July 2016, Executive Vice President and Chief Financial Officer of First Volunteer Bank, Chattanooga, Tennessee, a privately held bank. From May 2012 until January 2015, Mr. Perez was the Executive Vice President and Chief Financial Officer of First Financial Service Corporation, the bank holding company for First Federal Savings Bank of Elizabethtown, Elizabethtown, Kentucky.‎ Ioannis Kouzilos. Mr. Kouzilos, age 45, is currently the Executive Vice President, Chief Lending Officer for Ponce Bank. He joined the Bank in July 2013 and has managed a number of departments, primarily focusing on asset quality, credit risk, asset recovery and lending operations. In March 2017 he assumed his current position, leading the Bank in business development and loan growth. His prior experience mostly focused in community banking includes Alma Bank and Marathon National Bank. He holds a graduate degree from University of Wales in Banking and Finance and a BA(Hons) in Business Economics from Ashcroft Business school/John Ruskin University (Cambridge Campus). Madeline Marquez. Ms. Marquez, age 67, joined Ponce Bank in February 2017 as a SVP with a mandate to have Ponce Bank become a designated U.S Small Business Administration (SBA) lender and a Certified Community Development Financial Institution (CDFI). Rapidly accomplishing her mandate, she was promoted to Chief External Affairs Officer in 2018. Ms. Marquez has received many honors for her role in fueling the growth of businesses and organizations throughout New York, including the “New York Women of Excellence Award in Business” from the NYC Women’s Chamber of Commerce; the “Vision Award” and “Business Development Award” from the NYC Hispanic Chamber of Commerce. The Bronx Times Reporter named her one of the “25 Influential Women of the Bronx” while The Bronx Chamber of Commerce awarded her their “Leadership Award.” Ms. Marquez also received the Visionary Award from the Business Initiative Corporation of NY, was named Crain’s New York Business 2021 Notable Women on Wall Street and received the City and State Responsible 100 in 2022. The Bronx Chamber of Commerce honored Ms. Marquez with the first “Joseph P. Kelleher Award of Excellence” in 2023.

  6. Executive Compensation

    | Summary Compensation Table | | | | | | | | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | | Fiscal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(2) | ($) | ($) | ($)(3) | ($) | | Steven A. Tsavaris, | 2023 | 660,000 | 300,000 | 2,009,022 | 483,600 | — | — | 150,840 | 3,603,462 | | Executive Chairman | 2022 | 660,000 | 250,000 | 169,932 | — | — | — | 128,365 | 1,208,297 | | Carlos P. Naudon, | 2023 | 605,000 | 250,000 | 2,009,022 | 483,600 | — | — | 317,085 | 3,664,707 | | President and Chief Executive Officer | 2022 | 605,000 | 250,000 | 169,932 | — | — | — | 293,145 | 1,318,077 | | Sergio J. Vaccaro, | 2023 | 363,413 | 80,000 | 332,500 | 60,450 | — | — | 43,786 | 880,149 | | Executive Vice President and | 2022 | 195,000 | 25,000 | — | — | — | — | 163 | 220,163 |

  7. Table of Outstanding Equity Awards at December 31, 2023

    Table of Outstanding Equity Awards at December 31, 2023

  8. Table of Outstanding Equity Awards at December 31, 2023

    | | | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | | | | | | Equity | Plan | | | | | | | | | | Incentive | Awards: | | | | | Equity | | | | | Plan | Market or | | | | | Incentive | | | | Market | Awards: | Payout | | | | | Plan Awards: | | | | Value of | Number of | Value of | | | | | Number of | | | Number of | Shares or | Unearned | Unearned | | | Number of | Number of | Securities | Weighted | | Shares or | Units of | Shares, Units | Shares, Units | | | Securities | Securities | Underlying | Average | | Units of | Stock | or Other | of Other | | | Underlying | Underlying | Unexercised | Option | | Stock That | That | Rights That | Rights That | | | Unexercised | Unexercised | Unearned | Exercise | Option | Have Not | Have Not | Have Not | Have Not | | | Options (#) | Options (#) | Options | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(1) | ($) | ($) | | Steven A. Tsavaris | 62,209 | 120,000(2) | — | 10.17 | 12/06/2033 | 216,903(3) | 2,116,973 | — | — | | Carlos P. Naudon | 62,209 | 120,000(2) | — | 10.17 | 12/06/2023 | 216,903(3) | 2,116,973 | — | — | | Sergio J. Vaccaro | — | 15,000(2) | — | 10.70 | 12/6/2033 | 35,000(4) | 341,600 | — | — |

  9. Table of Outstanding Equity Awards at December 31, 2023

    (1) Based on a $9.76 fair market value of Ponce Financial Group, Inc. common stock as of December 29, 2023, the final trading day of 2023. (2) The unexercised options will vest annually at a rate of 20% per year commencing on December 7, 2024. (3) Includes 5,427 shares that will vest on April 1, 2025. The remaining 211,476 shares will vest annually at a rate of 20% per year commencing on December 7, 2024. (4) Will vest annually at a rate of 20% per year commencing on December 7, 2024. ESOP Equalization Plan. Ponce Bank has adopted the Ponce Bank ESOP Equalization Plan (“Equalization Plan”), a nonqualified plan that provides notional contributions for certain executives approved by the Compensation Committee of Ponce Bank who are prevented from receiving full contributions to and allocation under the ESOP due to limitations on: (i) the maximum annual compensation that may be recognized under the ESOP for benefit computation purposes pursuant to Section 401(a)(17) of the Internal Revenue Code ($330,000 for 2023); and (ii) the maximum annual additions to the ESOP pursuant to Internal Revenue Code Section 415(b). The Equalization Plan is designed to equalize contributions and allocations for those that fall below and above these limitations. Currently, only Mr. Tsavaris and Mr. Naudon are approved to participate in the Equalization Plan. No amounts will be credited under the Equalization Plan until contributions are made to the ESOP. A participant’s balance under the Equalization Plan will be paid to him in a single lump sum within 90 days after his termination of service. However, as required by Section 409A of the Internal Revenue Code, which governs deferred compensation plans, payments to certain specified employees of a publicly-traded corporation following separation from service cannot be paid until six months following separation from service except following the death of the participant. Any payment that would have been distributed from the Equalization Plan to such a participant during the six-month period following separation from service, will be accumulated and paid to the participant in a single lump sum as soon as administratively practicable following the end of the six-month period or the participant’s death, if applicable. The Equalization Plan is entirely unfunded. Employees who participate in the Equalization Plan have only the rights of general unsecured creditors with respect to any rights under the Equalization Plan. Deferred Compensation Plan. Ponce Bank has adopted a nonqualified deferred compensation plan that covers certain members of management or highly compensated employees designated by Ponce Bank. Mr. Tsavaris and Mr. Naudon are the only executives currently designated to participate in the plan. Under the plan Ponce Bank periodically makes contributions to notional accounts designated for the benefit of Mr. Tsavaris and Mr. Naudon. Under the plan, contributions are discretionary in amount, however, the employment agreement between Ponce Bank and Mr. Naudon requires Ponce Bank to make contributions to the plan during the term of the employment agreement equal to 10% of his base salary. Ponce Bank contributed on behalf of Mr. Naudon $160,500 each for the years ended December 31, 2023 and 2022, respectively. No contribution was made on behalf of Mr. Tsavaris for the years ended December 31, 2023 and 2022. The accounts are periodically credited with earnings based on hypothetical investments within the notional account as directed by Mr. Tsavaris and Mr. Naudon. At December 31, 2023, the total amount accrued under the plan for Mr. Naudon, including earnings, was $1,051,747 and for Mr. Tsavaris was $92,172. Amounts credited under the plan are fully vested at all times and will be distributed to Mr. Tsavaris and Mr. Naudon upon the termination of his employment with Ponce Bank for any reason or a change in control of Ponce Bank. In the event of Mr. Tsavaris’ or Mr. Naudon’s death while employed by Ponce Bank, the total amount credited under the plan for his benefit will be distributed to his designated beneficiaries. The Deferred Compensation Plan is entirely unfunded. Employees who participate in the Deferred Compensation Plan have ‎only the rights of general unsecured creditors with respect to any rights under the Deferred Compensation Plan. Compensation Recovery Policy. Effective October 2, 2023, Ponce Financial Group, Inc. adopted a Compensation Recovery Policy (the ‎‎“Clawback Policy”) pursuant to the regulations mandated under the Dodd-Frank Wall Street ‎Reform and Consumer Protection Act and Nasdaq Listing Rule 5608. The Clawback Policy applies ‎to certain incentive-based compensation that is received on or after the effective date. The ‎Clawback Policy requires Ponce Financial Group, Inc. to recover certain excess incentive-based compensation ‎from current and former executive officers if Ponce Financial Group, Inc. is required to prepare an accounting ‎restatement due to the material noncompliance of Ponce Financial Group, Inc. with any financial reporting ‎requirement under the securities laws or as otherwise described in the Clawback Policy and paid ‎during the three completed fiscal years immediately preceding the trigger date, as defined in the ‎Clawback Policy. Recoverable compensation is defined in the Clawback Policy but generally ‎includes any incentive-based compensation that was granted, earned or vested based wholly or in ‎part upon attainment of any financial reporting measure, to the extent the amount actually received ‎exceeds the amount that would have been received if the incentive-based compensation had been ‎determined based on the restated financial statements.

  10. Directors Compensation

    Directors Compensation Non-employee directors earn an annual fee of $48,000 per year. Non-employee directors also currently receive fees of $500 per month (except for chairman of the audit committee who receive fees of $1,000 per month) for service on the committees of the board of directors. Executive officers serving on the board of directors do not receive director’s compensation for such service. Each person who serves as a director of Ponce Financial Group, Inc. also serves as a director of Ponce Bank and earns a monthly fee only in his or her capacity as a board or committee member of Ponce Bank. In 2023, non-employee directors received grants of time-based restricted stock and options, as further described below. The equity awards made by Ponce Financial Group, Inc. in 2023 are time-vested and intended to constitute compensation over the next five years. Ponce Financial Group, Inc. does not intend to make additional grants in 2024 to directors who received equity grants in 2023. The following table sets forth for the year ended December 31, 2023 certain information as to the total remuneration we paid to our directors who were not executive officers.

  11. Directors Compensation Table For the Year Ended December 31, 2023

    Directors Compensation Table For the Year Ended December 31, 2023

  12. Directors Compensation Table For the Year Ended December 31, 2023

    | | Fees | | | | Nonqualified | | | | | Earned | | | Non-Equity | Deferred | | | | | or Paid | Stock | Option | Incentive Plan | Compensation | All Other | | | | in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name | ($) | ($)(1) | ($)(1) | ($) | ($) | ($)(2) | ($) | | Maria Alvarez | 54,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 415,485 | | James C. Demetriou | 60,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 421,485 | | William Feldman | 54,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 415,485 | | Julio Gurman | 54,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 415,485 | | Nick R. Lugo | 54,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 415,485 | | James Perez | 54,000 | 271,035(3) | 60,450(4) | — | — | 30,000 | 415,485 |

  13. Directors Compensation Table For the Year Ended December 31, 2023

    (1) Amounts included in the "Stock Awards" and "Option Awards" columns for the year ended December 31, 2023, represent time-based grants under our 2023 Long-Term Incentive Plan that were made on December 7, 2023. Amounts related to stock unit awards and option awards are reported in the table above pursuant to applicable SEC regulations that required that we report the full grant-date fair value of grants in the year in which such income from the awards during the year ended December 31, 2023. Because grants vest (are earned) ratable beginning no earlier than December 7, 2024, none of the directors recognized any income from the awards during the year ended December 31, 2023. The stock units awards reflect the aggregate fair value at the grant date of $9.50 per share. The options awards reflect a grant date fair value of $3.77, $3.90, $4.04, $4.16 and $4.28 for each of the five tranches with an exercise price of $10.33, $10.52, $10.70, $10.89 and $11.08, respectively. (2) Represents allowances for health insurance costs for directors. (3) Reflects an award of time-based restricted stock units covering 28,530 shares of Ponce Financial Group, Inc. common stock. This award vests annually at a rate of 20% beginning on December 7, 2024. (4) Reflects an award of time-based options covering 15,000 shares of Ponce Financial Group, Inc. common stock. This award vests annually at a rate of 20% beginning on December 7, 2024.

  14. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Securities and Exchange Commission Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our Principal Executive Officer (“PEO”) and to our Non-PEO NEOs and certain financial performance of Ponce Financial Group, Inc. Compensation actually paid, as determined under Securities and Exchange Commission requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.

  15. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial | | | | | | Average | | Fixed $100 | | | | | | Summary | Average | Investment | | | | Summary | | Compensation | Compensation | Based On | | | | Compensation | Compensation | Table Total for | Actually Paid | Total | | | | Table Total for | Actually Paid | Non-PEO | to Non-PEO | Shareholder | Net Income | | Year | PEO ($)(1) | to PEO ($)(3) | NEOs ($)(2) | NEOs ($)(2) | Return ($) | (Loss) ($) | | 2023 | 3,664,707 | 3,830,041 | 2,241,806 | 2,333,890 | 129.61 | 3,352,370 | | 2022 | 1,318,076 | 1,308,266 | 830,606 | 837,115 | 123.77 | (30,000,618) | | 2021 | 1,190,649 | 1,629,394 | 754,417 | 1,041,478 | 137.98 | 25,414,668 |

  16. PAY VERSUS PERFORMANCE

    (1) The PEO for each of 2023 and 2022 is Mr. Naudon. (2) The non-PEO named executive officers for 2023 are Mr. Tsavaris and Mr. Vaccaro. The non-PEO named executive officers for 2022 and 2021 are Mr. Tsavaris and Mr. Frank Perez. (3) The dollar amounts reported represent the "compensation actually paid," or CAP, to the PEO and the Non-PEO, NEOs, respectively as computed in accordance with Item 402(v) of Securities and Exchange Commission Regulation S-K The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs. Equity values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant in accordance with FASB ASC Topic 718. Compensation actually paid for each of the years presented in the table, as calculated in accordance with Securities and Exchange Commission regulations and presented in the Summary Compensation Table (“SCT”), was as follows:

  17. PAY VERSUS PERFORMANCE

    | | 2023 | | | | | Average Non- | | | PEO | PEO NEO | | Total compensation as reported in SCT | $3,664,707 | $2,241,806 | | Fair value of equity awards granted during fiscal year | (2,492,622) | (1,442,786) | | Fair value of equity compensation granted in current year at year end | 2,571,126 | 1,488,058 | | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 95,437 | 55,419 | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (8,606) | (8,606) | | Compensation Actually Paid | $3,830,041 | $2,333,890 |

  18. PAY VERSUS PERFORMANCE

    For 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs increased by 191% and 177%, respectively, compared to a 5% increase in our TSR and a 111% increase in net income over the same time horizon.