DEF 14A of Adma Biologics, Inc., Apr 15, 2024

DEF 14A of Adma Biologics, Inc.

Filed Apr 15, 2024 · FY20230001140361-24-019868

Open on EDGAR

  1. NOMINEEES FOR CLASS II DIRECTOR TO SERVE A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Adam S. Grossman | 47 | Mr. Grossman has been a director of the Company since 2007, has served as the Company’s President and Chief Executive Officer since October 2011, as the Company’s Interim Chief Financial Officer since April 2024 and as the Company’s President and Chief Operating Officer between 2007 and October 2011, and is a co-founder of the Company. Mr. Grossman has over 25 years of experience in the blood and plasma industry. Mr. Grossman has served as the Chair of the North America Board of Directors of the Plasma Protein Therapeutics Association since September 2023. Prior to founding the Company, Mr. Grossman was the Executive Vice President of National Hospital Specialties and GenesisBPS, positions he held between 1994 and 2011. He has experience in launching new products, building and managing national and international sales forces, managing clinical trials and completing numerous business development transactions. Previously, he worked at MedImmune, Inc., where he worked on marketing teams for RSV and CMV immunoglobulins, and at the American Red Cross, where he launched new products with the Biomedical Services division. Mr. Grossman received a B.S. in Business Administration, with a specialization in International Business and Marketing, from American University. Mr. Grossman is the son of Dr. Jerrold B. Grossman, our Vice Chairman and co-founder. Mr. Grossman was chosen to serve on the Board because, as the Company’s Chief Executive Officer, he is able to provide the Board with critical insight into the day-to-day operations of the Company. | | Young T. Kwon, PhD | 52 | Dr. Kwon has been a director of ADMA since October 2021. He is currently the Chairman of the Compensation Committee and a member of the Audit Committee. He is Chief Executive Officer at Alchemab Therapeutics, a biotechnology company focused on the discovery and development of naturally-occurring protective antibodies in neurodegeneration and oncology. He is also an Advisor to Lightstone Ventures, a venture capital firm investing in biotech and medical device companies. Dr. Kwon held a variety of leadership roles as a senior executive at Momenta Pharmaceuticals. Dr. Kwon was previously Chief Financial and Business Officer at Momenta, where he had responsibility for business development, strategy, finance, investor relations, and commercial. Dr. Kwon led public equity financings raising nearly $500 million and led the company’s sale to Johnson & Johnson for $6.5 billion. Prior to Momenta, Dr. Kwon was a business development professional at Biogen, driving a variety of transactions. Dr. Kwon previously worked at the venture capital firm Advanced Technology Ventures, investing in early-stage biotech and medical device companies. Dr. Kwon received a B.S. in Biology from the Massachusetts Institute of Technology and a Ph.D. in Biological Chemistry and Molecular Pharmacology from Harvard University. Dr. Kwon was chosen to serve on the Board as a recognized leader in the healthcare sector and because of his deep strategic and financial experience. |

  2. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

  3. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Jerrold B. Grossman D.P.S. | 76 | Dr. Grossman has been a director of the Company since 2007, is the Vice Chairman of our Board and is a co-founder of the Company. Dr. Grossman has over 35 years of experience in the blood and plasma industry. He served as the Chief Executive Officer of ADMA, on a part-time basis, between 2007 and October 2011. He is the founder and Chief Executive Officer of Technomed, Inc. (formerly National Hospital Specialties), a wholesaler of specialty biological and pharmaceutical products, and has served as Chief Executive Officer of that company since 1980. Additionally, Dr. Grossman is the founder and President of GenesisBPS, a medical device firm specializing in blood collection and processing equipment, and has served as President of that company since 1990. Previously, he held positions at the New York Blood Center and Immuno-U.S., Inc. and previously served as the Chairman of the Board of Bergen Community Blood Services. Currently, Dr. Grossman is a member of the New Jersey Blood Bank Task Force and a founder and director of the New Jersey Association of Blood Bank Professionals. He was a founder and former director of Pascack Bancorp, Inc., which was acquired by Lakeland Bancorp, Inc. in January 2016, and is currently a member of the Corporate Advisory Council of Lakeland Bancorp Inc. Dr. Grossman has also provided consulting services to various government agencies and international organizations. He received a B.A. in Economics and Finance from Fairleigh Dickinson University, an M.B.A. from Fairleigh Dickinson University, and his D.P.S. in Business Management from Pace University. Dr. Grossman is the father of Adam S. Grossman, our President, Chief Executive Officer and Interim Chief Financial Officer. He was chosen to serve on the Board because of his role as our co-founder and past Chief Executive Officer, as well as his more than 35 years of experience serving a variety of companies and associations in the blood and plasma industry. | | Lawrence P. Guiheen | 73 | Mr. Guiheen became a director of the Company in July 2012 with over 35 years of experience in Healthcare Industry. He is currently the Chairman of the Company’s Governance and Nominations Committee and a member of the Company’s Audit Committee and Compensation Committee. Prior to retiring in March 2022, Mr. Guiheen was Executive Vice President of Wellstat Management and Chief Executive Officer of Wellmond Therapeutics (November 2019 until March 2022). Wellmond Therapeutics is a start-up pharmaceutical company located in Rockville, |

  4. CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | | | MD and was developing drug candidates in oncology supportive care and treatments for diseases and conditions involving mitochondrial and cellular energy disorders or failures. In addition, Mr. Guiheen has over 25 years of experience in the blood and plasma industry. From July 2013 to November 2019, Mr. Guiheen served as Chief Commercial Officer of Kedrion Biopharma, Inc., based in Barga, Italy and Fort Lee, New Jersey. Kedrion markets therapies globally for hemophilia, hemolytic disease of the newborn, immune and neurological disorders. Prior to July 2013, Mr. Guiheen was principal of Guiheen and Associates, a consulting group that specialized in biopharmaceutical, pharmaceutical and medical device commercialization. Before July 2011, Mr. Guiheen was with Baxter Healthcare Corporation for over 30 years. Most recently he held the positions of General Manager Global Hemophilia Franchise (from December 2010 to July 2011), President of Global BioPharmaceuticals for Baxter Healthcare’s BioScience Division (March 2010 to December 2010) and President of BioPharmaceuticals US (January 1998 to March 2010). Mr. Guiheen had been a member of the BioScience Senior Management Team for over 14 years and has extensive experience leading global and domestic commercial organizations in the plasma and recombinant therapies. Mr. Guiheen is past Chairman of the Global Board of Directors for the Plasma Proteins Therapeutics Association (PPTA) and a past member of the Board of Directors of California Healthcare Institute (CHI). Mr. Guiheen holds a Bachelor of Arts degree in Business Administration from Rutgers University. Mr. Guiheen was chosen to serve on the Board of Directors because of his extensive experience in the plasma and pharmaceutical industries. |

  5. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

  6. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Bryant E. Fong | 51 | Mr. Fong, who became a director of the Company in May 2012 and is currently Chairman of the Company’s Audit Committee and a member of the Company’s Governance and Nominations Committee and Compensation Committee, has over 28 years of experience in the life sciences industry. Mr. Fong is a founding Managing Director and General Partner at Biomark Capital Fund, a life sciences private equity firm formed in 2013 (“Biomark Capital”). Prior to Biomark Capital, Mr. Fong was a Managing Director and General Partner of Burrill & Company, where he spent almost 16 years investing in and managing investments in private and public companies in the biotechnology industry. Some of Mr. Fong’s most notable investments include Pharmasset (VRUS), Novadaq Technologies (NVDQ), Galapagos (GLPG), Ceptaris Therapeutics, Ferrokin Biosciences, and WaveTec Vision. Prior to joining Burrill & Company, Mr. Fong held positions as a research scientist with two early-stage biotechnology companies located in the San Francisco Bay area. Mr. Fong currently serves on the boards of directors of a number of private life science companies. Mr. Fong earned his B.S. with honors in Molecular and Cell Biology-Biochemistry from the University of California, Berkeley. He was nominated to serve on the Board because of his extensive experience in the biotechnology industry. |

  7. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Alison C. Finger | 60 | Ms. Finger has over 30 years of biotech and pharmaceutical leadership experience building and optimizing brands and portfolios in the areas of Gene Medicine, Cell Therapy, Oncology, Neurology, Virology, and Metabolics. She has commercialized products in the US, EU, Asia, and globally. Ms. Finger was Chief Commercial Officer at bluebird bio, Inc. (“bluebird”) from August 2015 to January 2021, where she built the commercial business enterprise in both Europe and the US, and prepared bluebird’s first gene and cell therapy products for market. Prior to bluebird, from May 2009 until May 2014, Ms. Finger was at Bristol-Myers Squibb Company (“BMS”) in roles with increasing responsibility, leading franchises for Virology, Neurology, and Hematology/Oncology. In these roles she led portfolio planning, product development and franchise strategy, and global commercialization. Ms. Finger also served as Managing Director of BMS Australia/NZ and has managed country, regional, and global P&Ls. Ms. Finger serves as an independent director for KeifeRx LLC and previously served as an independent director for VBL Therapeutics (Nasdaq: VBLT) from July 2021 to August 2022 and for Decibel Therapeutics (Nasdaq: DBTX) from December 2021 until its acquisition in September 2023. As a director of Decibel Therapeutics, Ms. Finger served as Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She has been Chair of the Alliance for Regenerative Medicine Gene Therapy Section and served on the Board of the Alliance for Regenerative Medicine Foundation. Ms. Finger also served as a member of the board for The Medicines Australia Industry Association and Member of the Pharmaceutical Strategic Working Group for the Australia Senator for Industry and Innovation. Ms. Finger has a B.A. from St. Lawrence University and an M.B.A. from Duke University Fuqua School of Business. |

  8. Director Compensation

    Director Compensation The following table sets forth the compensation paid to non-employee directors for the year ended December 31, 2023.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(3)(4)(5) | Total ($) | | Steven A. Elms(6) | 95,500 | 86,480 | 108,236 | 290,216 | | Dr. Jerrold B. Grossman | 90,000 | 86,480 | 108,236 | 284,716 | | Bryant E. Fong | 86,000 | 86,480 | 108,236 | 280,716 | | Lawrence P. Guiheen | 80,375 | 86,480 | 108,236 | 275,091 | | Martha J. Demski(7) | 30,563 | — | 120,427 | 150,990 | | Young T. Kwon, PhD | 77,625 | 86,480 | 108,236 | 272,341 | | Alison C. Finger(8) | 12,500 | — | 218,616 | 231,116 |

  10. Director Compensation

    | (1) The amounts reflected in this column represent the cash fees earned by non-employee directors for services during 2023. Fees earned are based on membership on the Board, committee membership and committee leadership positions. Please refer to our general policy on compensation of the members of our Board below in the section entitled “General Policy Regarding Compensation of Directors.” |

  11. Director Compensation

    | (2) On March 6, 2023, the Company granted to each of its then non-employee directors RSUs with a grant date fair value of $86,480 (or 25,815 RSUs based on the $3.35 per share closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant), vesting in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the non-employee director’s continued service as of the applicable vesting date. |

  12. Director Compensation

    | (3) The amounts in this column represent the aggregate grant date fair value for stock option awards issued during 2023 computed in accordance with FAS ASC Topic 718. Please see footnote (3) to the Summary Compensation Table below for relevant assumptions made. As of December 31, 2023, the aggregate number of option awards outstanding (vested and unvested) for Mr. Elms, Dr. Grossman, Mr. Fong, Mr. Guiheen, Ms. Demski, Dr. Kwon and Ms. Finger was 304,139, 369,163, 304,139, 304,139, 151,079, 198,302 and 98,870, respectively. |

  13. Director Compensation

    | (4) On March 6, 2023, the Company granted to each of its then non-employee directors an option to purchase 51,630 shares of the Company’s common stock. Each option granted to such non-employee directors has an exercise price of $3.35, the closing price of the Company’s common stock on Nasdaq on March 6, 2023, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) March 6, 2033 and (ii) the date that is 90 days from the date such director ceases to serve on the Board. |

  14. Director Compensation

    | (5) On September 28, 2023, upon Ms. Finger becoming a director of the Company, the Company granted to Ms. Finger an option to purchase 98,870 shares of the Company’s common stock. The option has an exercise price of $3.54, the closing price of the Company’s common stock on September 28, 2023, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant, subject to the Ms. Finger’s continued service on the applicable vesting date. |

  15. Director Compensation

    | (6) Board fees and option grants paid to Mr. Elms are assigned to Aisling. |

  16. Director Compensation

    | (7) Compensation reflects Ms. Demski’s service as a member of our Board, Audit Committee Chair and a member of our Compensation Committee prior to her departure on June 6, 2023. |

  17. Director Compensation

    | (8) Ms. Finger joined the Company’s Board on September 28, 2023. |

  18. General Policy Regarding Compensation of Non-Employee Directors

    General Policy Regarding Compensation of Non-Employee Directors Pursuant to a Board-approved compensation program, effective January 1, 2023, each non-employee director of the Company is paid an annual cash retainer of $50,000. The Chairman and Vice-Chairman are each paid an additional fee of $40,000. The Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Governance and Nominations Committee are each paid $22,250, $16,500 and $11,000, respectively. Members of the Audit Committee, the Compensation Committee and the Governance and Nominations Committee are each paid a retainer of $11,125, $8,250 and $5,500, respectively. Since October 2020, 25% of the annual Board and Committee fees are paid to each member of the Board on a quarterly basis, with such payment occurring approximately 5-10 calendar days before the conclusion of the applicable quarter. Option grant awards to non-employee directors are determined by the Board in its sole, good faith discretion. On February 26, 2024, the Company granted to each of its then non-employee directors an option to purchase 37,541 shares of the Company’s common stock and 24,040 RSUs. Each option granted to such non-employee directors has an exercise price of $5.40, the closing price of the Company’s common stock on Nasdaq on February 26, 2024, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 26, 2034 and (ii) the date that is 90 days from the date such director ceases to serve on the Board. The RSUs will vest in two equal installments, on the six- and 12-month anniversaries of the grant date, becoming fully vested on the one-year anniversary of the grant date, subject to the director’s continued service as of the applicable vesting date. Effective March 6, 2023, upon election to the Board, each new director will be granted stock options to purchase shares of the Company’s common stock with a grant date value equal to $350,000. Information regarding compensation for those of our directors who are also employees is set forth in the Executive Compensation - Summary Compensation Table below.

  19. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the last completed fiscal year; (ii) the Company’s most highly compensated executive officer other than the principal executive officer who served as an executive officer at the conclusion of the fiscal year ended December 31, 2023 and who received in excess of $100,000 in compensation during such fiscal year (collectively referred to as the “named executive officers”).

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | All Other Compensation(4) | Total | | Adam S. Grossman Director, President, Chief Executive Officer and Interim Chief Financial Officer(5) | 2023 | $750,000 | $793,125 | $1,921,878 | $2,527,844 | $46,802 | $6,039,649 | | | 2022 | $636,540 | $837,351 | $501,000 | $629,064 | $45,545 | $2,649,501 | | Brian Lenz Former Executive Vice President and Chief Financial Officer(6) | 2023 | $475,000 | $334,875 | $452,836 | $595,607 | $107,042 | $1,965,360 | | | 2022 | $445,578 | $471,755 | $229,625 | $288,321 | $165,785 | $1,601,064 |

  21. Summary Compensation Table

    | (1) Bonus amounts for 2023 include annual cash bonuses of $793,125 and $334,875 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in March 2024. Bonus amounts for 2022 include (i) annual cash bonuses of $612,351 and $296,755 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in March 2023, and (ii) retention bonuses of $225,000 and $175,000 for each of Messrs. Grossman and Lenz, respectively, which were paid to the named executive officers in June 2022. |

  22. Summary Compensation Table

    | (2) Stock award amounts for 2023 includes RSUs granted on March 6, 2023, with a grant date fair value of $1,921,878 and $452,836 for Messrs. Grossman and Lenz, respectively. Stock award amounts for 2022 include RSUs granted on March 7, 2022, with a grant date fair value of $501,000 and 229,625, for Messrs. Grossman and Lenz, respectively. The amounts reflected in the table represent the aggregate grant date fair value of RSUs granted during 2023 and 2022 and is computed in accordance with FASB ASC Topic 718. The fair value of RSUs is determined based on the closing price of the Company’s common stock on the date of grant. |

  23. Summary Compensation Table

    | (3) The amount reflected in the table represents the aggregate grant-date fair value of options computed in accordance with FASB ASC Topic 718 (formerly FAS 123R). We estimate the fair value of each option on the grant date using the Black-Scholes model with the following assumptions: To determine the risk-free interest rate, we utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. The expected term of the options granted is in accordance with Staff Accounting Bulletin 107 which is based on the average between vesting term and contractual term. The expected dividend yield reflects our current and expected future policy for dividends on our common stock. The expected stock price volatility for our stock options was calculated by examining the historical volatility of our common stock since it became publicly traded in the fourth quarter of 2013. Pursuant to current accounting guidance, we have elected not to establish a forfeiture rate, as stock-based compensation expense related to forfeitures of unvested equity awards is fully reversed at the time of forfeiture. The material terms of the options held are described in the footnotes to the Outstanding Equity Awards at Fiscal-Year End table. |

  24. Summary Compensation Table

    | (4) For Messrs. Grossman and Lenz, other compensation includes, for each such executive, $12,200 and $13,200 in 2022 and 2023, respectively, in employer contributions to employee accounts under our 401(k) plan in which our employees are entitled to participate in 2022 and 2023, respectively. Such amounts were earned for services performed in 2022 and 2023 and were paid in full in 2022 and 2023, respectively. With respect to Mr. Grossman, other compensation also includes (i) for 2022, $33,345 in medical benefits paid by the Company and (ii) for 2023, $33,602 in medical benefits paid by the Company. With respect to Mr. Lenz, other compensation also includes (i) for 2022, $33,585 in medical benefits paid by the Company and a $120,000 stipend for temporary housing in Boca Raton, Florida and (ii) for 2023, $33,842 in medical benefits paid by the Company and a $60,000 stipend for temporary housing in Boca Raton, Florida. |

  25. Summary Compensation Table

    | (5) Mr. Grossman has served as our President and Chief Executive Officer since October 2011 and as our Interim Chief Financial Officer since April 2024. |

  26. Summary Compensation Table

    | (6) As previously reported, effective as of April 1, 2024, Mr. Lenz, Executive Vice President, Chief Financial Officer & General Manager, ADMA BioCenters, will transition from these positions to a consulting role with the Company. Mr. Lenz served as our Vice President and Chief Financial Officer from May 2012 until June 2018, served as our Executive Vice President and Chief Financial Officer from June 2018 through March 2024, and served as General Manager of the Company’s wholly owned subsidiary, ADMA BioCenters from September 2021 through March 2024. For additional information, see “Agreements with Named Executive Officers — Brian Lenz – Executive Vice President and Chief Financial Officer.” |

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding unexercised options and equity incentive plan awards which have not yet vested held by each of the named executive officers as of December 31, 2023.

  28. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Exercisable Shares Underlying Options (#) | Number of Unexercisable Shares Underlying Options(1) (#) | Option Exercise Price | Option Expiration Date | Equity Incentive Plan Awards: Number of unearned shares, unit or other rights that have not yet vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested(2) ($) | | Adam S. Grossman Director, President, Chief Executive Officer and Interim Chief Financial Officer | 2/21/2014 | 99,309 | — | $8.50 | 2/21/2024 | — | — | | | 1/30/2015 | 60,000 | — | $10.80 | 1/30/2025 | — | — | | | 10/9/2015 | 40,500 | — | $9.37 | 10/9/2025 | — | — | | | 1/28/2016 | 16,984 | — | $5.96 | 1/28/2026 | — | — | | | 2/14/2017 | 55,000 | — | $5.00 | 2/14/2027 | — | — | | | 2/28/2020 | 33,854 | 13,542 | $2.915 | 2/28/2030 | 25,000 | 113,000 | | | 2/25/2021 | 47,781 | 133,788 | $2.35 | 2/25/2031 | — | — | | | 2/25/2021 | — | — | $— | — | 104,344 | 471,635 | | | 9/29/2021 | — | — | $— | — | 226,875 | 1,025,475 | | | 3/7/2022 | 50,000 | 337,500 | $1.67 | 3/7/2032 | — | — | | | 3/7/2022 | — | — | $— | — | 225,000 | 1,017,000 | | | 3/6/2023 | — | 1,147,385 | $3.35 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | $— | — | 573,695 | 2,593,101 | | Brian Lenz Former Executive Vice President and Chief Financial Officer | 2/21/2014 | 39,032 | — | $8.50 | 2/21/2024 | — | — | | | 1/30/2015 | 18,000 | — | $10.80 | 1/30/2025 | — | — | | | 10/9/2015 | 23,000 | — | $9.37 | 10/9/2025 | — | — | | | 1/28/2016 | 5,750 | — | $5.96 | 1/28/2026 | — | — | | | 2/14/2017 | 22,500 | — | $5.00 | 2/14/2027 | — | — | | | 2/28/2020 | 10,417 | 4,167 | $2.915 | 2/28/2030 | 10,000 | 45,200 | | | 2/25/2021 | 14,479 | 40,542 | $2.35 | 2/25/2031 | — | — | | | 2/25/2021 | — | — | $— | — | 30,480 | 137,770 | | | 9/29/2021 | — | — | $— | — | 123,750 | 559,350 | | | 3/7/2022 | 22,917 | 154,688 | $1.67 | 3/7/2032 | — | — | | | 3/7/2022 | — | — | $— | — | 103,125 | 466,125 | | | 3/6/2023 | — | 270,345 | $3.35 | 3/6/2033 | — | — | | | 3/6/2023 | — | — | $— | — | 135,175 | 610,991 |

  29. Outstanding Equity Awards at Fiscal Year-End

    | (1) With respect to option grants that have unvested options outstanding, each option grant vests over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following 36 months of continued employment, subject to accelerated vesting upon certain terminations of employment in connection with a change in control (as described below under “Agreements with Named Executive Officers”). |

  30. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents RSUs, which were granted on the dates and in the amounts shown in the table above. The value reported for the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $4.52 of the Company’s common stock on December 29, 2023 (the last trading day in 2023). |

  31. Outstanding Equity Awards at Fiscal Year-End

    On March 6, 2023, the Company granted to each of Messrs. Grossman and Lenz an option to purchase 1,147,385 and 270,345 shares, respectively, of the Company’s common stock at an exercise price of $3.35 per share. Each option granted to such named executive officers vests over four years with 25% of the shares of Common Stock underlying the options vesting on the one-year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on March 6, 2027, subject to accelerated vesting upon certain terminations of employment in connection with a change in control (as described below under “Agreements with Named Executive Officers”). Also on March 6, 2023, the Company granted to each of Messrs. Grossman and Lenz 573,695 and 135,175 RSUs, respectively. The RSUs granted to such named executive officers will vest quarterly on each one-year anniversary of the date of grant, over four years, subject to the reporting person’s continued service as of the applicable vesting date. In each case, the RSUs will settle into shares of the Company common stock upon vesting.

  32. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding fiscal years ended December 31, 2023, 2022 and 2021 in satisfaction of Item 402(v) of Regulation S-K.

  33. Pay Versus Performance

    | Pay-Versus-Performance | | | | | | | | Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually paid to PEO ($)(2); (3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2); (3) (e) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (f) | Net Income (Millions) ($) (h) | | 2023 | 6,039,649 | 14,081,485 | 1,965,360 | 4,004,142 | 116.49 | (28.20) | | 2022 | 2,649,501 | 8,544,716 | 1,601,064 | 4,337,081 | 275.00 | (65.90) | | 2021 | 4,361,250 | 1,997,290 | 1,730,385 | 557,225 | 72.00 | (71.65) |

  34. Pay Versus Performance

    | (1) The amounts in the column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Adam Grossman, the Company’s President, Chief Executive Officer and Interim Chief Financial Officer. |

  35. Pay Versus Performance

    | (2) “Compensation Actually Paid” as set forth in this column is calculated in accordance with the Rules set forth under Item 402(v) and does not reflect the actual amounts earned or that may be earned by the applicable NEO. |

  36. Pay Versus Performance

    | (3) The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are set forth in the following table. The valuation assumptions used to calculate fair values are consistent with those used in our disclosures of fair value as of the grant date. |

  37. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 6,039,649 | 1,965,360 | 2,649,501 | 1,601,064 | 4,361,250 | 1,730,385 | | Adjustments for Pension | | | | | | | | Adjustment Summary Compensation Table Pension | — | — | — | — | | | | Amount added for current year service cost | — | — | — | — | | | | Amount added for prior service cost impacting current year | — | — | — | — | | | | Total Adjustments for Pension | — | — | — | — | | | | Adjustments for Equity Awards | | | | | | | | Adjustments for grant date values in the Summary Compensation Table | (4,449,722) | (1,048,443) | (1,130,064) | (517,946) | (2,968,762) | (1,350,450) | | Year-end fair value of unvested awards granted in the current year | 6,056,139 | 1,426,946 | 2,961,868 | 1,357,523 | 622,157 | 184,064 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 6,506,459 | 1,690,652 | 2,462,585 | 1,029,429 | (121,190) | (47,127) | | Fair values at vest date for awards granted and vested in current year | — | — | — | — | | | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (71,039) | (30,373) | 1,600,826 | 867,012 | 103,834 | 40,352 | | Forfeitures during current year equal to prior year-end fair value | — | — | — | — | | | | Dividend or dividend equivalents not otherwise included in total compensation | — | — | — | — | | | | Total Adjustments for Equity Awards | 8,041,836 | 2,038,782 | 5,895,215 | 2,736,017 | (2,363,960) | (1,173,160) | | Compensation Actually Paid (as calculated) | 14,081,485 | 4,004,142 | 8,544,716 | 4,337,081 | 1,997,290 | 557,225 |

  38. Pay Versus Performance

    | (4) The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for the Company’s NEOs, excluding Mr. Grossman. The NEOs included for purposes of computing the amounts in this column include Mr. Lenz for 2023 and 2022. |

  39. Pay Versus Performance

    Pay Versus Performance Graphic Description In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between (i) compensation actually paid to the PEO and the NEOs other than the PEO, and total shareholder return (“TSR”); and (ii) compensation actually paid to the PEO and the NEOs other than the PEO, and net income (loss).