DEF 14A of Applied Digital Corp.
Filed Sep 29, 2023 · FY20230001144879-23-000204
TABLE OF CONTENTS
| Welfare And Other Benefits | 28 | | Potential Payments Upon Termination Or Change In Control | 28 | | Summary Compensation Table | 29 | | Narrative Disclosure to Summary Compensation Table | 29 | | Equity Compensation Plans | 33 | | Pay vs. Performance | 39 | | SECURITY OWNERSHIP | 43 | | PROPOSAL 2 – RATIFICATION OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 | | AUDIT COMMITTEE REPORT | 47 | | PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 48 | | Q&A ABOUT VOTING | 49 | | FURTHER INFORMATION | 53 | | Other Matters | 53 | | Delinquent Section 16(a) Reports | 53 | | Transactions With Related Persons | 53 | | Review, Approval, or Ratification of Transactions with Related Parties | 54 | | Stockholder Proposals and Director Nominations | 54 | | List of Stockholders Entitled to Vote at the Annual Meeting | 54 | | Expenses Relating to this Proxy Solicitation | 54 | | Communication with Applied Digital’s Board of Directors | 54 | | Available Information | 55 | | Electronic Delivery | 55 | | Householding | 55 |
OUR DIRECTORS AND DIRECTOR NOMINEES
OUR DIRECTORS AND DIRECTOR NOMINEES Our Board, upon recommendation of our Nominating and Governance Committee, has nominated Wes Cummins, Chuck Hastings, Kelli McDonald, Douglas Miller, Virginia Moore, Richard Nottenburg and Kate Reed for election as directors of the Board. Our Bylaws permit the Board to set the size of the Board, having no less than one (1) and no more than fifteen (15) directors. The size of the Board is currently set at six directors and will be set at seven directors if and when all director nominees are elected. Each of our current directors serves until the next annual meeting of our stockholders or earlier death, resignation or removal. Despite the expiration of a director’s term, however, the director shall continue to serve until such director’s successor is elected and qualified or until there is a decrease in the number of directors. Our Bylaws provide that directors will be elected by plurality of the votes cast. Thus, when the number of director nominees equals the number of directorships on the Board, each nominee needs at least one affirmative vote to be elected to the Board. As discussed above, we believe that each of our director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to Applied Digital’s success. Our director nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with Applied Digital’s image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a
OUR DIRECTORS AND DIRECTOR NOMINEES
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OUR DIRECTORS AND DIRECTOR NOMINEES
director. Each director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| Director Since: 2007 | Age: 45 | | Wes Cummins Chairman of the Board and Chief Executive Officer | | | Mr. Cummins has served as a member of our Board from 2007 until 2020 and from March 11, 2021 through present. During that time Mr. Cummins also served in various executive officer positions and he is currently serving as our chairman of the Board, chief executive officer, president, secretary and treasurer. Mr. Cummins was also the founder and CEO of 272 Capital LP, a registered investment advisor, which he sold to B. Riley Financial, Inc. (Nasdaq: RILY) in August 2021. Following the sale Mr. Cummins joined B. Riley as President of B. Riley Asset Management. Mr. Cummins intends to spend at least 40 hours per week on our business. Mr. Cummins has been a technology investor for over 20 years and held various positions in capital markets including positions at investment banks and hedge funds. Prior to founding 272 Capital and starting our operating business, Mr. Cummins was an analyst with Nokomis Capital, L.L.C., an investment advisory firm, a position he held from October 2012 until February 2020. Mr. Cummins also served as president of B. Riley & Co., from 2002 to 2011. Mr. Cummins also serves as a member of the boards of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets, and Vishay Precision Group, Inc. (NYSE: VPG), designer, manufacturer and marketer of sensors, and sensor-based measurement systems, as well as specialty resistors and strain gages based upon their proprietary technology. Mr. Cummins served on the board of Telenav, Inc. (NASDAQ: TNAV) from August 2016 until February 2021. He holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. | | | | We believe Mr. Cummins’ experience building a business and as a Chief Executive Officer and his experience investing in technology gives him insight and perspective into creating and building a technology-based company as well as operating a public company and enables him to be an effective board member. | |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| Director Since: 2021 | Age: 44 Committees: Audit, Nominating and Governance | | Chuck Hastings Independent Director | | | Mr. Hastings currently serves as Chief Executive Officer of B. Riley Wealth Management. Mr. Hastings joined B. Riley Financial in 2013 as a portfolio manager and became Director of Strategic Initiatives at B. Riley Wealth Management in 2018 and President in 2019. Prior to joining B. Riley, Mr. Hastings served as Portfolio Manager at Tri Cap LLC and was Head Trader at GPS Partners, a Los Angeles-based hedge fund, where he managed all aspects of trading and process including price and liquidity discovery and trade execution from 2005 to 2009. While at GPS Partners, Mr. Hastings was instrumental in growing the fund with the founding partners from a small start-up to one of the largest funds on the West Coast. Earlier in his career, Mr. Hastings served as a convertible bond trader at Morgan Stanley in New York. Mr. Hastings also serves as a Board member for IQvestment Holdings. Mr. Hastings holds a B.A. in political science from Princeton University. He is a recognized leader in the financial industry with more than two decades of global financial and business expertise. . | | | | We believe Mr. Hastings’ experience and expertise will be of tremendous value as we pursue opportunities to leverage our initial investment and build our co-hosting operations and enables him to be an effective board member. | |
NOMINEES FOR DIRECTOR
| Director Since: 2021 | Age: 45 Committees: Compensation, Nominating and Governance | | Kelli McDonald Independent Director | | | Ms. McDonald has a passion for high impact charity work in her local community. Ms. McDonald works in merchandising and book sales for an independent bookstore. She worked in early childhood education from 2006 to 2020. She served as the Fundraising Chairperson and Social Media Manager for KSD NOW in the early inception of the district-wide supplemental nutrition program, helping social workers launch a now-vital service. In addition to work in non-profit development, early childhood education and the Literacy Project, Ms. McDonald founded NG Gives Back. She earned a Bachelor of Arts degree from The University of Wisconsin Oshkosh. | | | | We believe Ms. McDonald’s education and community outreach background bring a unique perspective to the Board and enables her to be an effective board member. | |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| Director Since: 2021 | Age: 66 | Committees: Audit, Compensation | | Douglas Miller Lead Independent Director | | | Mr. Miller has served as a member of the board of directors of three public companies over the past nine years: Telenav, Inc. (NASDAQ: TNAV) from July 2015 to February 2021, CareDx, Inc. (NASDAQ: CDNA) from July 2016 to May 2017, and Procera Networks, Inc. (NASDAQ: PKT) from May 2013 to June 2015. He has chaired the Audit Committee for each of these companies, and has also served as a Lead Independent Director and as chair or committee member on Compensation, Nominating and Governance and Special committees. Prior to his roles as board member, Mr. Miller served as senior vice president, chief financial officer and treasurer of Telenav, a wireless application developer specializing in personalized navigation services, from 2006 to 2012. From 2005 to 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. Prior to that, from 1998 to 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a publicly traded electronic design automation company. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as an audit partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (inactive). He holds a B.S.C. in Accounting from Santa Clara University. | | | | We believe Mr. Miller’s experience as a chief financial officer and board member of public companies gives him insight and perspective into how other boards function and enables him to be an effective board member. | |
NOMINEES FOR DIRECTOR
| Director Since: 2021 | Age: 50 Committees: Compensation, Nominating and Governance | | Virginia Moore Independent Director | | | Ms. Moore is the Co-founder, and CEO since 2017, of Catavento, a home textiles company based in Los Angeles. For 7 years prior to that, Ms. Moore was a partner and Vice President of Corbis Global, a 100- person architectural and engineering outsourcing firm. Earlier in her career she held positions in Marketing and Category Management with Coca-Cola, AC Nielsen and Universal Studios Home Entertainment. Ms. Moore earned a Business Administration degree from Universidad Católica de Cordoba in her native Argentina and an MBA from ESADE Business School in Barcelona, Spain. | | | | Ms. Moore’s business and entrepreneurial experience brings a unique perspective to our Board and enable her to be an effective board member. | |
NOMINEES FOR DIRECTOR
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NOMINEES FOR DIRECTOR
| Director Since: 2021 | Age: 69 | Committees: Audit, Compensation | | Richard Nottenburg Independent Director | | | Dr. Nottenburg is Executive Chairman of NxBeam Inc., which designs and builds leading proprietary mmWave ICs and radio products to power the next generation of satellite and terrestrial communication networks. Dr. Nottenburg is on the board of directors of Cognyte Software Ltd., (NASDAQ: CGNT),a global leader in security analytics software and Verint Systems Inc. (NASDAQ: VRNT), a customer engagement company. He serves as chairman of the compensation committee of both companies. He is also a member of the board of Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G and 4G chips and modules for massive, broadband and critical IoT applications where he serves on both the audit and compensation committees. Previously, Dr. Nottenburg served as President and Chief Executive Officer and a member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. | | | | We believe that Dr. Nottenburg’s deep experience in global technology-focused businesses will be a valuable resource to us as we look to leverage our supply chain and scale our operations and enable him to be an effective member of the Board. | |
NOMINEES FOR DIRECTOR
| Director Nominee | Age: 37 | | Kate Reed Independent Director | | | Ms. Reed is a director nominee bringing expertise in technology leadership including Artificial Intelligence and Analytics, Cyber Security, and Cloud Computing. Ms. Reed has served in various capacities at IBM Corporation since 2014. She has been Director of Sales, Red Hat since 2021. Prior to that she served as Strategic Partnership Executive, With Watson from 2019 to 2021, as Business Unit Executive, IBM Security Trusteer from 2017 to 2019 and initially as Strategy Leader – Enterprise Content Management, IBM Cloud. Ms. Reed continues to lead revenue generating teams, designing technology strategies that align with organizational goals, ensuring seamless integration and leveraging the latest advancements to drive business success. | | | | We believe Ms. Reed’s experience with complex evolving technology business units will enable her to be an effective board member as we expand our business to host a variety of technologies and manage growth opportunities. | |
NOMINEES FOR DIRECTOR
| Recommendation of the Board: The Board recommends a vote “FOR” each of the director nominees. |
NOMINEES FOR DIRECTOR
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION General. The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation: Retainer and Fees Paid in Cash. The following table shows the annual cash retainer fees for non-employee directors.
DIRECTOR COMPENSATION
| Base Retainer | $40,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Governance Committee Chair | $12,000 | | Nominating and Governance Committee Member | $6,000 | | Lead Independent Director | $25,000 |
DIRECTOR COMPENSATION
Directors serving in multiple leadership roles receive incremental compensation for each role. Directors are not expected to receive additional compensation for attending regularly scheduled Board or committee meetings. For less than full years of service, the compensation paid to the non-employee directors will be prorated based on the number of days of service. Directors also receive customary reimbursement for reasonable out-of-pocket expenses related to Board service. Equity Grants. On January 20, 2022, our 2022 Non-Employee Director Stock Plan (the “Director Plan”) became effective, which provides for grants of restricted stock to non-employee directors and for deferral of cash and stock compensation if such deferral provisions are activated at a future date. See “Director Plan” below for more information on the Director Plan. In addition to the annual cash retainer fees, directors also receive an annual grant of restricted stock valued at $160,000, calculated using the closing price of the Common Stock on the Nasdaq Global Select Market on the date of grant, which is the date of each annual meeting of stockholders, and vesting on the first anniversary of the date of grant. Director Compensation Table. The following table presents the compensation for each person who served as a director on our Board during fiscal year ended May 31, 2023.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Chuck Hastings | 33,000 | 210,503 | 0 | 243,503 | | Kelli McDonald | 38,000 | 210,503 | 0 | 248,503 | | Douglas Miller | 45,000 | 210,503 | 0 | 255,503 | | Virginia Moore | 35,000 | 210,503 | 0 | 245,503 | | Richard Nottenburg | 36,000 | 210,503 | 0 | 246,503 | | Jason Zhang(2) | 0 | 0 | 11,500,000(3) | 13,200,000 |
DIRECTOR COMPENSATION
1.Amounts shown represent the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of awards of restricted stock granted during fiscal year ended May 31, 2023. Each director held 76,191 unvested shares of restricted stock as of May 31, 2023. 2.Jason Zhang served as a director through November 10, 2022.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
3.Of the All Other Compensation, $550,000 represents cash compensation received by Mr. Zhang for his services as a consultant to the Company through May 31, 2023 and (b) $10.95 million represents the value of 5 million RSUs awarded to Mr. Zhang as compensation for his consulting services, including services rendered prior to the fiscal year ended May 31, 2023..
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Except as provided below, the Named Executive Officers’ employment agreements do not provide for any special payments in the event of a termination of employment or a Change in Control of the Company while the agreement is in effect. Under the terms of each Named Executive Officer’s restricted stock award (each, an “Award”), if the Named Executive Officer’s employment terminates before the Award is vested and the termination is on account of the Named Executive Officer’s death, disability or termination by the Company without Cause (as defined in the Award), the Named Executive Officer will vest in a portion of the unvested Award based on the number of full months of employment that the Named Executive Officer has completed as of the termination date, and since the grant date of the Award. Under the terms of each Named Executive Officer’s PSU Award, the portion of the Target Award that will be earned and vested is determined based on both the months of employment completed as of the termination date and on achievement of certain performance factors defined in the Award during the period prior to the termination of employment. In addition, if there is a change in control of the Company as defined in the Award (“Change in Control”) of the Company while the Award remains unvested, the Award will be treated in accordance with one of the following as determined by the Compensation Committee: (1) the Award may be replaced with a new award that constitutes a “Replacement Award” under the terms of the Award and relevant tax rules; (2) if the Company’s stock continues to be publicly traded on the Nasdaq Global Select Market (or another established securities market) after the Change in Control, then the Award will continue in place and be treated as a Replacement Award; or (3) if, following the Change in Control, the Company’s stock is no longer publicly traded on The Nasdaq Global Select Market (or another established securities market), the unvested portion of the Award shall become vested immediately prior to the consummation of the Change in Control. Notwithstanding any of the foregoing, the Committee may determine that any unvested portion of the Award will be cancelled and terminated for consideration instead. Notwithstanding the foregoing, for PSU Awards, if the Change in Control occurs prior to the date that the Committee determines the number of units earned under the Award, the Named Executive Officer will vest in a portion of the Award based on the months of employment completed as of the Change in Control, applied to the higher of 100% of the target Award and the amount earned based on actual performance as of the end of the last full calendar quarter preceding the Change in Control date. If, during the 24-month period following a Change in Control, the Named Executive Officer’s employment is terminated without Cause or the Named Executive Officer resigns with Good Reason (as such terms are defined in our 2022 Incentive
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Plan), the unvested portion of an RSU Award shall become vested and payable immediately. For a PSU Award, a portion of the Award equal to the higher of 100% of the target Award and the amount earned based on actual performance as of the termination of employment shall be immediately earned, vested, and payable. If payment of an Award in connection with a Change in Control would result in liability for an excise tax under Section 4999 of the Code for “excess parachute payments” as defined in Section 280G of the Code, the amount of the Award may be reduced to avoid imposition of the excise tax, if such reduction results in a greater post-tax benefit to the Named Executive Officer as compared to payment of the full amount of the Award and imposition of the excise tax.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following discussion relates to the compensation of each of the Company’s Chief Executive Officer and its two other most highly compensated individuals who were serving as executive officers for fiscal year ended May 31, 2022, for services rendered in all capacities during such year (the “Named Executive Officers”), consisting of Wes Cummins, our Chief Executive Officer, Secretary, Treasurer, and Chair of the Board, David Rench, our Chief Financial Officer, and Michael Maniscalco, our Chief Technology Officer.
SUMMARY COMPENSATION TABLE
| Name and Principal Position(s) | Year | Salary ($)(1) | Bonus ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Wes Cummins Chief Executive Officer, President, Secretary, Treasurer and Chair of the Board | 2023 | 312,500 | 150,000 | — | 5,492,078 | 5,954,578 | | | 2022 | 279,167 | 300,000 | 4,020,000 | — | 4,599,167 | | | 2021 | 52,083 | — | — | — | 52,083 | | David Rench Chief Financial Officer | 2023 | 272,292 | 339,375 | — | 2,098,578 | 2,710,245 | | | 2022 | 254,707 | 180,000 | 1,339,987 | — | 1,774,694 | | | 2021 | 41,667 | 20,000 | — | — | 61,667 | | Michael Maniscalco Chief Technology Officer(4) | 2023 | 200,000 | 92,500 | — | 854,941 | 1,147,441 | | | 2022 | 61,667 | — | — | — | 61,667 |
SUMMARY COMPENSATION TABLE
1.2021 amounts represent compensation for partial year service from March 2021 through May 31, 2021. 2.Consists of value of restricted stock awards made outside of the 2022 Incentive Plan. 3.Consists of restricted stock units granted through the 2022 Incentive Plan and health care premiums paid by the Company. 4.Mr. Maniscalco joined the Company in September 2021 as EVP, Technology, and became Chief Technology Officer in July 5, 2023.
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
| Outstanding Equity Awards at May 31, 2023 | | | | | Stock Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Wes Cummins | 416,667(1) 600,000(2) 700,000(3) | 3,487,503 5,022,000 5,859,000 | | David Rench | 208,334(4) 210,000(5) 245,000(6) | 1,743,756 1,757,700 2,050,650 | | Michael Maniscalco | 125,000(7) 75,000(8) 87,500(9) | 1,046,250 627,750 732,375 |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and to our non-PEO NEOs and certain financial performance of the Company. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our executive officers during the applicable fiscal year and it is reported solely pursuant to the new SEC rules. The CAP amount also does not represent amounts that have actually been earned or realized, including with respect to certain equity awards, for which performance conditions for these equity awards have not yet been satisfied. To this end, information in the following table may not reflect whether compensation actually realized is aligned with performance. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Overview of Executive Compensation above.
PAY VERSUS PERFORMANCE DISCLOSURE
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PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year (a)1 | Summary Compensation Table Total for PEO (b)2 ($) | Compensation Actually Paid for PEO (c)3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs (d)2 ($) | Average Compensation Actually Paid for Non-PEO NEOs (e)4 ($) | Value of Initial Fixed $100 Investment | Total Shareholder Return (f)5 ($) | | | | | | | Total Shareholder Return (f)5 ($) | | | 2023 | 5,954,578 | 19,471,246 | 1,928,843 | 5,883,078 | 173 | (44,646,000) | | 2022 | 4,599,167 | 2,994,167 | 1,371,847 | 943,852 | 100 | (23,520,000) |
PAY VERSUS PERFORMANCE TABLE
The company first became required to report pursuant to Section 13(a) or 15(d) of the Exchange Act in 2022. 1.Wes Cummins served as the Company’s Principal Executive Officer (PEO) for the entirety of 2022 and 2023; the Company’s other Named Executive Officers (NEO) were David Rench and Regina Ingel for 2022, and David Rench and Michael Maniscalco for 2023. 2.Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Wes Cummins and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the PEO for such years. 3.Amounts reported in this column represent the Compensation Actually Paid (“CAP”) to Wes Cummins as the Company’s PEO in the indicated fiscal years, as calculated per the SEC disclosure rules based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
PAY VERSUS PERFORMANCE TABLE
| PEO | 2022 ($) | 2023 ($) | | Summary Compensation Table - Total Compensation(a) | 4,599,167 | 5,954,578 | | – | | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 4,020,000 | 5,455,000 | | + | | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | 2,415,000 | 20,227,503 | | + | | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | 0 | 0 | | + | | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 0 | $274,166 | | + | | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 0 | (1,530,000) | | – | | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | 0 | 0 | | = | | | | Compensation Actually Paid | 2,994,167 | 19,471,246 |
PAY VERSUS PERFORMANCE TABLE
a.Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
b.Represents the aggregate grant date fair value of the stock awards and option awards granted to Wes Cummins during the indicated fiscal year, computed in accordance with FASB ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. c.Represents the aggregate fair value as of the indicated fiscal year-end of Wes Cummins outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. d.Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by Wes Cummins as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. e.Represents the aggregate fair value at vesting of the stock and option awards that were granted to Wes Cummins and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. f.Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by Wes Cummins that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. g.Represents the aggregate fair value as of the last day of the prior fiscal year of Wes Cummins’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. 4.Amounts reported in this column represent the Compensation Actually Paid (“CAP”) to Wes Cummins as the Company’s PEO in the indicated fiscal years, as calculated per the SEC disclosure rules based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
PAY VERSUS PERFORMANCE TABLE
| NEO Average | 2022 ($) | 2023 ($) | | Summary Compensation Table - Total Compensation(a) | 1,371,847 | 1,928,843 | | – | | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 1,071,994 | 1,299,790 | | + | | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | 643,998 | 5,440,483 | | + | | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | 0 | 0 | | + | | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 0 | 68,541 | | + | | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 0 | (254,999) | | – | | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | 0 | 0 | | = | | | | Compensation Actually Paid | 943,852 | 5,883,078 |
PAY VERSUS PERFORMANCE TABLE
a.Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs other than the PEO in the indicated fiscal year. b.Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs excluding the PEO during the indicated fiscal year computed in accordance with FASB ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. c.Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ (excluding the PEO) outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. d.Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs excluding the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718.
PAY VERSUS PERFORMANCE TABLE
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PAY VERSUS PERFORMANCE TABLE
e.Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs (excluding the PEO) and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. f.Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs (excluding the PEO) that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. g.Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ (excluding the PEO) stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year computed in accordance with FASB ASC 718. 5.Pursuant to rules of the SEC, the comparison assumes $100 was invested in our common stock using the closing stock price on April 13, 2021, the Company’s first day trading on the NASDAQ exchange. Historic stock price performance is not necessarily indicative of future stock price performance.