DEF 14A of ClearPoint Neuro, Inc., Apr 10, 2026

DEF 14A of ClearPoint Neuro, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-151345

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. What is the structure of our Board?

    What is the structure of our Board? Pursuant to Delaware law and our governing documents, our business and affairs are managed under the direction of our Board. Our Board is our ultimate decision-making and oversight body, except with respect to matters reserved to the stockholders. The directors are charged with the responsibility of exercising their fiduciary duties to act in our best interest and the best interest of our stockholders. Our Board selects and oversees members of executive management who have the authority and responsibility for the conduct of the day-to-day operations of our business. The number of directors that constitutes our Board is fixed from time to time by a resolution adopted by the affirmative vote of a majority of the authorized number of directors on our Board. On an annual basis, the Corporate Governance and Nominating Committee of our Board (the “Corporate Governance and Nominating Committee”) will consider the size and composition of our Board and report to our Board the results of its review and any recommendations for change. Currently, the number of directors that may serve on our Board is fixed at eight. Immediately prior to the Annual Meeting, the number of directors that may serve on our Board will be fixed at seven. Our directors stand for election at each annual meeting of the stockholders and serve on our Board until the next annual meeting of the stockholders and until their successor has been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

  3. How are nominees evaluated? What are the minimum qualifications?

    How are nominees evaluated? What are the minimum qualifications? The Corporate Governance and Nominating Committee is responsible for recommending to the Board the type of skills and qualifications required of directors, based on our needs from time to time. In evaluating candidates for director, the Corporate Governance and Nominating Committee may consider several factors, including relevant experience, education, independence, commitment, prominence and understanding of the Company’s business, as well as any other factors it deems relevant. The Board will nominate individuals to serve on our Board only from director candidates screened and approved by the Corporate Governance and Nominating Committee and recommended to the Board. The directors’ experiences, qualifications and skills that the Corporate Governance and Nominating Committee considered in their nomination are included in their individual biographies.

  4. Who are the nominees this year?

    Who are the nominees this year? Upon the recommendation of the Corporate Governance and Nominating Committee, our Board has nominated the following seven persons to serve as directors: Joseph M. Burnett, R. John Fletcher, Lynnette C. Fallon, B. Kristine Johnson, Matthew B. Klein, Linda M. Liau and Timothy T. Richards. If elected, each such nominee will serve on our Board until the 2027 Annual Meeting of Stockholders and until their successor has been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. We anticipate that each of these nominees will be available for election, but if a situation arises in which he or she is unavailable, the proxy will be voted in accordance with the best judgment of the named proxies unless directed otherwise therein. Pascal E.R. Girin, one of our incumbent directors, has declined to be nominated for re-election at the 2026 annual meeting. Accordingly, Mr. Girin’s service as Board member will end at the 2026 annual meeting. The Company expresses appreciation for Mr. Girin’s contributions. There are no arrangements between any director or director nominee and any person or entity pursuant to which any individual was or is to be selected as a director or nominee.

  5. What are the backgrounds and qualifications of this year’s nominees?

    What are the backgrounds and qualifications of this year’s nominees? Information about the following seven individuals nominated as directors is provided below.

  6. What are the backgrounds and qualifications of this year’s nominees?

    | Director Nominees | Age | | Joseph M. Burnett | 49 | | R. John Fletcher | 80 | | Lynnette C. Fallon | 66 | | B. Kristine Johnson | 74 | | Matthew B. Klein | 54 | | Linda M. Liau | 59 | | Timothy T. Richards | 68 |

  7. What are the backgrounds and qualifications of this year’s nominees?

    Joseph M. Burnett joined us as President and Chief Executive Officer and became a member of our Board of Directors in November 2017. Before joining our Company, Mr. Burnett served as Vice President and General Manager of Neuro Diagnostics and Therapy at Philips, a publicly-traded global health technology company, since March 2016. Prior to serving in such role, Mr. Burnett was the Senior Vice President and Business Leader of Image Guided Therapy Devices at Philips and General Manager of Volcano Corporation (a Philips company) from February 2015 to March 2016. Before joining Philips, Mr. Burnett worked for Volcano Corporation, where he served in various positions from November 2004 to February 2015, most recently as Executive Vice President and General Manager of its Coronary & Systems Business Unit. Prior to joining Volcano Corporation, Mr. Burnett served as an R&D Engineer and Product Manager at Guidant Corporation from August 1999 to November 2004 and worked as a Bio-Medical Engineering Researcher at Duke University from May 1998 to May 1999. Mr. Burnett holds an MBA from The Fuqua School of Business at Duke University and a B.S.E. degree in Bio-Medical Engineering from Duke University. As our Chief Executive Officer, and as a result of his substantial leadership experience and expertise in the medical device industry and neurology, we believe Mr. Burnett offers a unique understanding of our business and industry that is invaluable to our Board. R. John Fletcher joined our Board in May 2017 and currently serves as Chairman of our Board. Mr. Fletcher founded Fletcher Spaght in 1983 where, as Managing Partner emeritus, he remains active in both the consulting practice and venture capital activities, with analytical insights and creative solutions derived from his years of experience with clients, portfolio companies and the investment community. Mr. Fletcher works across Fletcher Spaght’s practice groups, with a focus on healthcare. He has particular interests in devices, specifically in cardiology, cardiac surgery, and orthopedics, as well as in biopharma and healthcare IT. Prior to founding Fletcher Spaght, Mr. Fletcher was a Senior Manager at The Boston Consulting Group, advising a broad range of companies in healthcare and high technology industries. Mr. Fletcher serves on the Boards of Directors of KORU Medical Systems (Nasdaq: KRMD) and Metabolon, and served on the Boards of Directors of Spectranetics until it was acquired by Philips in August 2017 and OptiNose, Inc. until it was acquired by Paratek Pharmaceuticals, Inc. in March 2025. He serves on the Board of Advisors of Beth Israel Deaconess Medical Center and the Whitehead Institute at MIT. Mr. Fletcher received his MBA from Southern Illinois University, an MS in International Finance from Central Michigan University, and a BBA in Marketing from George Washington University. He was an Instructor for courses in international business and a Ph.D. Candidate at the Wharton School of the University of Pennsylvania. He served as a Captain and jet pilot in the U.S. Air Force and continues to be active in aviation. We believe Mr. Fletcher brings strategic insight, leadership and a wealth of experience in healthcare to our Board. He has experience as a director on several publicly traded company Boards. Mr. Fletcher was named 2018 Director of the Year by The National Association of Corporate Directors (NACD) for his work leading to the turnaround at Spectranetics, as well as his contributions leading the success of other companies. Lynnette C. Fallon joined our Board in July 2021. Ms. Fallon is currently a Senior Advisor at Axcelis Technologies, Inc. (Nasdaq: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry, with locations in eight countries. Ms. Fallon served as Axcelis’ Executive Vice President, HR/Legal from May 2005 until February 2025, also holding the roles of General Counsel and Secretary from 2001 until December 2024. As a member of Axcelis’ executive team for more than 20 years, Ms. Fallon was involved with business development, financial and tax management, investor relations, public offerings, M&A, risk management, executive compensation, and all aspects of international corporate compliance. Before joining Axcelis, Ms. Fallon worked at the Boston law firm of Palmer & Dodge LLP as a partner from 1992 to 2001, prior to which she was an associate since 1987. During her more than 10 years at Palmer & Dodge, Ms. Fallon’s work was primarily for clients in the biotech industry. She was head of Palmer & Dodge’s business law department for the three years prior to joining Axcelis. Ms. Fallon’s M&A and financial transaction experience began in 1984 at a Wall Street boutique firm, doing tax-driven LBOs, venture capital and private equity transactions. She represented a contract research organization (CRO), Primedica, which was acquired by Charles River Labs in February 2001. She holds a J.D., cum laude, from the School of Law at Boston University and a B.A. with departmental and general honors, Phi Beta Kappa, from Vassar College. We believe that Ms. Fallon is qualified to serve on our Board given her extensive business and leadership experience, including demonstrated public governance audit and performance leadership, capital markets and financial acumen, and legal expertise, particularly with strategic transactions in the biopharma and CRO fields. B. Kristine Johnson joined our Board in September 2019. Ms. Johnson served as President and General Partner of Affinity Capital Management, a venture capital firm that invested primarily in seed and early-stage health care companies in the U.S., from 2000 to 2024. Prior to working for Affinity Capital Management, Ms. Johnson was employed for seventeen years at Medtronic, Inc., a manufacturer of cardiac pacemakers, neurological and spinal devices and other medical products, serving most recently as Senior Vice President and Chief Administrative Officer from 1998 to 1999. Her experience at Medtronic also includes service as President of the Vascular business and President of the Tachyarrhythmia Management business, among other roles. Ms. Johnson serves on the Board of Directors of Atricure, Inc. (Nasdaq: ATRC). She was previously lead director of the Piper Sandler Board and was recognized in 2018 by NACD for excellence in the boardroom. She has also served on the Boards of Directors for several public and private medical technology companies. Ms. Johnson earned a bachelor’s degree, summa cum laude, from St. Olaf College. She is also a recipient of the college’s Distinguished Alumni Award. We believe that Ms. Johnson’s extensive experience with health care companies and her leadership experience qualify her to serve on our Board. Matthew B. Klein joined our Board in April 2020. Dr. Klein serves as the Chief Executive Officer and President of PTC Therapeutics, Inc., or “PTC.” Dr. Klein joined PTC in October 2019 as Global Head Gene and Mitochondrial Therapies, became Chief Development Officer in April 2020, assumed the role of Chief Operating Officer in January 2022, and became Chief Executive Officer and President in March 2023. Prior to joining PTC, Dr. Klein was Chief Executive Officer and a Director of BioElectron Technology Corporation, or “BioElectron,” from 2018 to 2019. Dr. Klein served as the Chief Medical Officer of BioElectron from 2013 to 2019 and was Senior Vice President, Clinical Science at BioElectron from 2012 to 2013. Dr. Klein has a B.A. from the University of Pennsylvania, an M.D. from Yale University School of Medicine and an M.S. in epidemiology from the University of Washington School of Public Health. We believe that Dr. Klein is qualified to serve on our Board because of his medical background, leadership experience and gene therapy and biopharmaceutical industry expertise.

  8. What are the backgrounds and qualifications of this year’s nominees?

    Linda M. Liau joined our Board in November 2021. She is a Professor at the David Geffen School of Medicine at UCLA, and has served as the W. Eugene Stern Chair of the Department of Neurosurgery at the David Geffen School of Medicine at UCLA since 2017. She is also the Co-Director of the UCLA Brain Tumor Center and Principal Investigator and Director of the NCI-designated UCLA Brain Tumor SPORE (Specialized Program of Research Excellence). Dr. Liau has authored over 200 peer-reviewed research articles and is internationally recognized for her achievements in understanding the immunology of malignant brain tumors and pioneering the use of dendritic cell-based vaccines for glioblastoma. Clinically, she has developed novel ways to map brain function during awake brain tumor surgeries using functional MRI (fMRI) correlates and specializes in surgery for brain tumors in eloquent areas. Dr. Liau received her B.S. and B.A. degrees from Brown University. She earned her M.D. degree from Stanford University and a Ph.D. in Neuroscience from UCLA. After completing her residency and fellowship training in neurosurgery at UCLA, she joined the faculty at the UCLA School of Medicine. While practicing, she earned an MBA from the UCLA Anderson School of Management. We believe that Dr. Liau’s expertise in neurosurgery and her vast leadership experience qualify her to serve on our Board. Timothy T. Richards joined our Board in March 2014. Mr. Richards serves as the Chief Business Officer at Jana Care, a venture capital funded company focused on chronic kidney and heart disease testing and monitoring, a position he has held since December 2021. Prior to joining Jana Care, Mr. Richards was Chief Commercial Officer for YourBio Health (formerly Seventh Sense BioSystems, Inc.), and former President of Facet Technologies, LLC, a privately held supplier to major diagnostic companies. Additionally, Mr. Richards held executive-level positions within the Covidien organization, first as U.S. President of the Patient Care & Safety Products business unit and subsequently as President of VNUS Medical Technologies following its acquisition by Covidien in 2009. From October 2003 through October 2008, Mr. Richards served as Senior Vice President, Chief Marketing Officer and a member of the Executive Board of B. Braun Medical, Inc. Before joining B. Braun Medical, he held a number of progressive leadership positions throughout the U.S. and in Asia with Becton Dickinson and Company. We believe Mr. Richards brings to our Board extensive leadership experience and expertise in general management, manufacturing and R&D operations, commercial management and strategy in relevant markets and technologies.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Non-Employee Director Compensation Plan

    Non-Employee Director Compensation Plan Our Board has adopted a Non-Employee Director Compensation Plan that sets out the annual compensation for our non-employee directors and is designed to attract, retain and motivate non-employee directors of outstanding ability, which we believe is critical to our long-term success. Our Non-Employee Director Compensation Plan provides for cash retainers, initial equity grants upon joining our Board, and annual equity grants. Directors who are our employees are not entitled to receive any compensation for their service as directors. The following is an overview of our Non-Employee Director Compensation Plan. Board and Committee Fees Our non-employee directors are currently entitled to the following compensation for their service on our Board and its committees:

  11. Non-Employee Director Compensation Plan

    | Board of Directors: | | | Annual retainer for chairperson | $75,000 | | Annual retainer per director (1) | $45,000 | | Audit Committee: | | | Annual retainer for chairperson | $20,000 | | Annual retainer for other members | $10,000 | | Compensation Committee: | | | Annual retainer for chairperson | $15,000 | | Annual retainer for other members | $7,500 | | Corporate Governance and Nominating Committee: | | | Annual retainer for chairperson | $12,000 | | Annual retainer for other members | $7,500 | | (1) This amount was $40,000 prior to July 1, 2025, and was increased in 2025 by the Board to be $45,000 effective July 1, 2025. | |

  12. Non-Employee Director Compensation Plan

    The above retainers are paid in quarterly installments, in arrears. Each director may elect to have us pay all or a portion of their fees in shares of our common stock, in lieu of cash, in accordance with the rules and procedures established from time to time by our Board. We also reimburse each director for reasonable travel and other expenses in connection with attending Board meetings. Equity Compensation Awards Initial Equity Award. Upon an individual initially becoming a non-employee director of the Company, the new director will receive a restricted stock unit award grant valued at $150,000 that vests on the first anniversary of the date of grant subject to their continued service through this vesting date. Prior to 2025, the grant date value of the initial equity award was $135,000 and in 2025 it was increased by the Board to $150,000. Annual Equity Award. Any individual who serves as a non-employee director on the day following an annual meeting of our stockholders will receive a restricted stock unit award grant valued at $150,000 that vests on the earlier of the first anniversary of the grant date or the day immediately preceding the next annual meeting of stockholders, subject to their continued service through the vesting date. Prior to 2025, the grant date value of the annual equity award was $135,000 and in 2025 it was increased by the Board to $150,000.

  13. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table and accompanying footnotes set forth information with respect to the compensation of our non-employee directors in 2025.

  14. 2025 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(5) | Total ($) | | R. John Fletcher | 92,648(2) | 149,997 | 242,645 | | Lynnette C. Fallon | 70,000 | 149,997 | 219,997 | | Pascal E.R. Girin | 52,641(3) | 149,997 | 202,638 | | B. Kristine Johnson | 57,500 | 149,997 | 207,497 | | Matthew B. Klein | 42,500 | 149,997 | 192,497 | | Linda M. Liau | 50,000 | 149,997 | 199,997 | | Timothy T. Richards | 62,303(4) | 149,997 | 212,300 |

  15. 2025 Non-Employee Director Compensation

    (1) These amounts do not represent cash compensation paid to the directors; but reflect the annual equity award (12,417 restricted stock units) granted to each non-employee director on May 22, 2025 under the Sixth Amended and Restated 2013 Incentive Compensation Plan. The closing share price of our common stock on May 22, 2025 was $12.08. These non-cash amounts represent the aggregate grant date fair value of the restricted stock units as computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a discussion of the assumptions made in the valuation of the awards, see the discussion in Note 2 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) Mr. Fletcher elected to receive 1,657 shares of our common stock in lieu of cash fees totaling $23,273. Such shares were issued on a quarterly basis, and the number of shares was determined based on the closing price of our common stock on the applicable issuance dates. The weighted average closing price was $14.05. (3) Mr. Girin is not standing for re-election at the Annual Meeting. Mr. Girin elected to receive 1,865 shares of our common stock in lieu of cash fees totaling $26,391. Such shares were issued on a quarterly basis, and the number of shares was determined based on the closing price of our common stock on the applicable issuance dates. The weighted average closing price was $14.15. (4) Mr. Richards elected to receive 3,311 shares of our common stock in lieu of cash fees totaling $46,803. Such shares were issued on a quarterly basis, and the number of shares was determined based on the closing price of our common stock on the applicable issuance dates. The weighted average closing price was $14.14. (5) As of December 31, 2025, each non-employee director held the following number of outstanding equity compensation awards:

  16. 2025 Non-Employee Director Compensation

    | Name | Unvested Shares/Stock Units | Shares subject to Stock Options | | R. John Fletcher | 12,417 | 72,185 | | Lynnette C. Fallon | 12,417 | 13,351 | | Pascal E.R. Girin | 12,417 | 72,685 | | B. Kristine Johnson | 12,417 | 42,185 | | Matthew B. Klein | 12,417 | 12,185 | | Linda M. Liau | 12,417 | 12,875 | | Timothy T. Richards | 12,417 | 72,685 |

  17. How is executive compensation determined?

    How is executive compensation determined? The compensation of our named executive officers is designed to tie a significant percentage of an executive’s compensation to the attainment of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the Company for long-term success. As described more fully in the “Executive Compensation” section of this Proxy Statement, the mix of fixed and performance-based compensation, the terms of long-term incentive awards and the terms of executives’ employment agreements are designed to enable the Company to attract, motivate and retain key executives crucial to our long-term success while, at the same time, creating a close relationship between performance and compensation. The Compensation Committee and our Board believe that the design of the current compensation practices, and hence the compensation awarded to our named executive officers under the current compensation practices, fulfills this objective. The Compensation Committee, with support from its external, independent compensation consultant, develops and administers our executive compensation program. The Compensation Committee bases compensation on scope of responsibility, market data from peer companies, and individual performance. The Compensation Committee considers an executive officer’s scope of duties and responsibilities to establish a compensation scheme that is both competitive and equitable, and promotes the executive officer’s long-term engagement and high performance. Each year, the Compensation Committee, with support from its external, independent compensation consultant, identifies a group of peer companies comparable in size, organizational structure, and complexity, and considers such market compensation when setting each component of compensation for our executive officers. The Compensation Committee also considers each individual executive officer’s contribution toward the Company’s annual performance plan goals which are set in advance and approved by our Board. Although the vote on this proposal is advisory (non-binding), the Board and the Compensation Committee will review the voting results and take them into consideration in connection with their ongoing evaluation of the Company’s compensation practices and when making future decisions regarding executive compensation. In 2025, approximately 96% of our stockholders who cast votes (which excludes abstentions and broker non-votes) voted in favor of the compensation of our named executive officers.

  18. Reasons for the A&R Plan

    Reasons for the A&R Plan The primary change proposed in the A&R Plan is to increase the number of shares of our common stock available for awards under the A&R Plan by 1,000,000 shares. In addition, the A&R Plan includes other administrative, conforming and miscellaneous changes as are necessary and consistent with applicable tax rules, regulations and laws. Our Board believes that equity-based compensation is a vital component of our compensation program and that equity-based awards under the A&R Plan will be instrumental in attracting, motivating and retaining talented employees, consultants and directors. The availability of equity-based awards not only increases focus on the creation of stockholder value, but also enhances retention and generally provides increased motivation to contribute to the future success of the Company. At present, we are authorized to grant equity-based awards under the Existing Plan for up to 6,806,250 shares of common stock. As of the close of business on March 23, 2026, we had granted awards (net of awards that were terminated subsequent to their grant such that the shares underlying such awards were returned to the share reserve of the Existing Plan), under the Existing Plan covering a total of 6,140,266 shares of common stock. As a result, as of March 23, 2026, there were only 665,984 remaining shares of common stock available for future awards under the Existing Plan. Our growth trajectory requires us to have a flexible and dynamic equity incentive plan, and as we continue to grow, the corresponding demand for equity compensation will also need to grow. It is important for us to proactively address this need to ensure that we are well-positioned to meet the requirements of an expanding team. The proposed increase in the number of shares available for future equity awards will allow us to continue to grant equity awards to new hires, promote employee retention, and continue to build a highly motivated work force that is dedicated to driving our long-term strategic goals. If the A&R Plan is not approved, we may not have sufficient shares to continue to grant equity-based compensation to meet the needs of our expanding team, strengthen the commitment of our employees, consultants and directors to our welfare, and to further promote an identity of interest between our key service providers and our stockholders. In addition, if the A&R Plan is not approved, we could be forced to increase cash compensation, which will reduce the resources that we have allocated to meeting our business needs and objectives. Accordingly, our Board believes that approval of the A&R Plan is critical. Although the additional shares available for future equity awards under the A&R Plan represent a critical increase in the number of authorized shares under the Existing Plan, the additional shares constitute only 3% of the shares of our common stock that were outstanding (on a fully diluted basis) as of March 23, 2026. Our Board believes this number represents reasonable potential equity dilution and provides a significant incentive for employees, consultants and directors to increase our value for all stockholders. The additional 1,000,000 shares under the A&R Plan are expected to provide us with a sufficient number of available shares of common stock to make awards under the A&R Plan for approximately the next year.

  19. Summary of the A&R Plan

    Summary of the A&R Plan The following is a summary of the material terms of the A&R Plan and is qualified in its entirety by the text of the A&R Plan which is set out in Appendix A. Eligibility. Awards may be granted under the A&R Plan to employees (including officers) and non-employee directors of the Company or any of our subsidiaries or other affiliates, and to any individual who is an advisor, consultant or other provider of services to us or any of our subsidiaries or other affiliates. Only our employees or those of any of our subsidiaries are eligible to receive incentive stock options (as defined by Internal Revenue Code (“Code”) Section 422). There were approximately 170 employees (including all three of our named executive officers and all seven of our non-employee directors) eligible to participate in the A&R Plan as of March 23, 2026. Administration, Term, Amendment and Termination. The Board’s Compensation Committee has the power and authority to administer the A&R Plan. The Compensation Committee has the authority to interpret the terms and intent of the A&R Plan, determine eligibility for and terms of awards for participants and make all other determinations necessary or advisable for the administration of the A&R Plan. The Compensation Committee may amend, suspend or terminate the A&R Plan at any time with respect to any shares of common stock as to which awards have not been made. However, no amendment may be made (a) without the approval of our stockholders, if the amendment would increase the total number of shares reserved for the purposes of the A&R Plan or change the maximum number of shares for which awards may be granted to any participant (which does not include adjustments made by the Compensation Committee in the event of certain changes in our capitalization, as described below), or (b) without the consent of a participant, if the amendment would materially adversely impair any of the rights under any award granted to such participant under the A&R Plan; provided however, our Compensation Committee may amend the A&R Plan in such manner as it deems necessary to permit the granting of awards meeting the requirements of the Code or other applicable laws. If not terminated earlier, the A&R Plan shall terminate on the tenth anniversary of its approval by Company stockholders. No new awards may be granted under the A&R Plan after its termination. Types of Awards. Awards under the A&R Plan may be made in the form of: stock options; stock appreciation rights; stock awards; restricted stock units; or other stock-based awards granted under the A&R Plan; whether singly, in combination, or in tandem. Any of the foregoing awards may be made subject to attainment of performance goals over any applicable performance period based on performance goals set forth in the A&R Plan or other metrics. A brief summary of these different types of awards follows. Stock Options. A stock option is the right to acquire shares at a fixed exercise price over a fixed period of time. The Compensation Committee will determine, among other terms and conditions, the number of shares covered by each stock option and the exercise price of the shares subject to each stock option, but such per share exercise price generally cannot be less than the fair market value of a share of our common stock on the date of grant of the stock option. Stock options granted under the A&R Plan may be either incentive stock options (“ISO”) or non-qualified stock options (“NSO”). As required by the Code and applicable regulations, ISOs are subject to various limitations not imposed on NSOs. For example, the exercise price for any ISO granted to any employee owning more than 10% of our common stock may not be less than 110% of the fair market value of the common stock on the date of grant, and such ISO must expire no later than five years after the grant date. The aggregate fair market value (determined at the date of grant) of common stock subject to all ISOs held by a participant that are first exercisable in any single calendar year cannot exceed $100,000. ISOs may not be transferred other than upon death, or to a revocable trust where the participant is considered the sole beneficiary of the stock option while it is held in trust. A stock option granted under the A&R Plan generally cannot be exercised until it becomes vested. The Compensation Committee establishes the vesting schedule of each stock option at the time of grant. The maximum term for stock options granted under the A&R Plan may not exceed ten years from the date of grant although the Compensation Committee may establish a shorter period at its discretion. The exercise price of each stock option granted under the A&R Plan must be paid in full at the time of exercise, either with cash and/or shares or through a broker-assisted “cashless” exercise and sale program, or through another method approved by the Compensation Committee. The optionee must also make arrangements to pay any taxes that we are required to withhold at the time of exercise. Stock Appreciation Rights (“SAR”). A SAR is the right to receive, upon exercise, an amount equal to the difference between the fair market value of the shares on the date of the SAR’s exercise and the aggregate exercise price of the shares covered by the exercised portion of the SAR. The Compensation Committee determines the terms of SARs, including the exercise price (provided that such per share exercise price cannot be less than the fair market value of a share of our common stock on the date of grant), the vesting and the term of the SAR. The maximum term for SARs granted under the Plan may not exceed ten years from the date of grant, subject to the discretion of the Compensation Committee to establish a shorter period. Settlement of a SAR may be in shares of common stock or in cash, or any combination thereof, as the Compensation Committee may determine. Stock Awards. A stock award is the grant of shares of our common stock to a participant and such shares may be subject to a substantial risk of forfeiture until specific conditions or goals are met. The restricted shares may be issued with or without cash consideration being paid by the participant as determined by the Compensation Committee. The Compensation Committee will also determine any other terms and conditions of an award of restricted stock. In determining whether an award of restricted stock should be made, and/or the vesting schedule for any such award, the Compensation Committee may impose whatever conditions to vesting it determines to be appropriate. During the period of vesting, the participant will not be permitted to transfer the restricted shares but will generally have voting and dividend rights (subject to vesting for the dividends) with respect to such shares.

  20. Summary of the A&R Plan

    Stock Units. A stock unit (also known as a restricted stock unit or “RSU”) provides its holder with the right to receive a common share or an amount equal to the fair market value of the shares covered by the stock unit at some future specified date after the grant. The Compensation Committee will determine all of the terms and conditions of an award of stock units, including the vesting period. Upon each vesting date of a RSU, a participant will become entitled to receive an amount equal to the number of shares indicated in the grant notice, or, if expressed in dollar terms, the fair market value of the shares on the settlement date. Payment for vested restricted stock units may be in shares of common stock or in cash, or any combination thereof, as the Compensation Committee may determine. Settlement of vested restricted stock units will generally occur at or around the time of vesting but the Compensation Committee may permit a participant to defer such compensation until a later point in time. Restricted stock units represent an unfunded and unsecured obligation for us, and a holder of a restricted stock unit has the rights of a general creditor. Performance-Based Awards. An award issued under the A&R Plan may be subject to performance vesting conditions including the achievement of a measurable performance goal or goals (“Performance Measures”) approved by the Compensation Committee for a performance period established by the Compensation Committee (“Performance-Based Awards”). The Compensation Committee, or its delegate, may decide that the number of shares issuable in respect of the Performance-Based Award or the amount of the Performance-Based Award actually paid to a given participant may be more or less than the amount determined by the applicable performance goal formula. The Compensation Committee also has the authority to waive any applicable Performance Measures. Other Stock-Based Awards. The Compensation Committee may grant awards (other than stock options, stock units, SARs or restricted stock) valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares of our common stock. Such awards will be in such form, and dependent on such conditions, as the Compensation Committee determines, including, without limitation, the right to receive one or more shares (or the equivalent cash value of such shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance goals. Shares Subject to the A&R Plan. As of March 23, 2026, there were outstanding options to purchase 1,251,380 shares of our common stock with a weighted average exercise price of $5.86 per share, 1,578,352 shares of common stock subject to other outstanding awards granted under the Existing Plan, and 665,984 remaining shares of common stock available for future awards under the Existing Plan (assuming all outstanding awards are ultimately fully settled with shares), which will increase by 1,000,000 shares under the A&R Plan if approved by our stockholders at the Annual Meeting. The total number of shares which may be issued under the A&R Plan, if approved by our stockholders, will then be 7,806,250, or the “Share Reserve.” Each share subject to an award granted after March 23, 2026 will reduce the Share Reserve by one share. Notwithstanding any other provision of the A&R Plan to the contrary, a non-employee director of the Company may not be granted awards under the A&R Plan covering more than 60,000 shares of common stock in any calendar year. Any and all shares that may be subject to awards are authorized to be issued pursuant to ISOs. Shares issued under the A&R Plan may be authorized but unissued shares or treasury shares or reacquired shares. Any shares subject to awards that are cancelled, forfeited or that expire prior to exercise or otherwise without the delivery of shares, either in full or in part, shall again become available for issuance under the A&R Plan. However, shares subject to an award granted under the A&R Plan shall not again be made available for issuance or delivery under the A&R Plan if such shares are (a) tendered or otherwise withheld or used in payment of an option, (b) delivered or withheld by the Company to satisfy any tax withholding obligation, or (c) covered by a stock-settled SAR or other awards that were not issued upon the settlement of the award. Adjustment of Shares Subject to A&R Plan. In the event of certain changes in our capitalization, the Compensation Committee will adjust, among other award terms, the number and kind of shares or property that may be delivered in connection with awards and the exercise price, grant price or purchase price relating to any award in such manner as the Compensation Committee determines to be necessary to prevent dilution or enlargement of the rights of participants. Change of Control. Upon the occurrence of a change of control of the Company, the Compensation Committee may: • accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award under the A&R Plan; • cancel such awards for fair value (as determined by the Compensation Committee); • provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted under the A&R Plan, as determined by the Compensation Committee; or • provide that for a period of at least 10 days prior to the change of control, option awards will be exercisable as to all shares of common stock subject thereto and that upon the occurrence of the change of control, such awards will terminate and be of no further force or effect. Nontransferability of Awards. Unless otherwise determined by the Compensation Committee, an award will not be transferable or assignable by a participant otherwise than by will or by the laws of descent and distribution. An award exercisable after the death of a participant may be exercised by the legatees, personal representatives or distributees of the participant. Prohibition on Repricing without Stockholder Approval. Notwithstanding anything in the A&R Plan to the contrary (other than adjustments made by the Compensation Committee in the event of certain changes in our capitalization, as described below), without the approval of our stockholders, the Compensation Committee may not (a) grant re-load stock options, (b) amend or replace any previously granted option or stock appreciation right in a transaction that constitutes a “repricing” under applicable rules or regulations, or (c) reduce the exercise price of outstanding options or stock appreciation rights or cancel outstanding options or stock appreciation rights in exchange for cash, other awards, or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights. Substitute Awards. The A&R Plan also provides that substitute awards may be issued under the A&R Plan in assumption of or substitution for or exchange for awards previously granted by an entity which we (or an affiliate) acquire. Termination of Employment, Death or Disability. The A&R Plan or award agreement generally determines the effect of the termination of employment on awards, which determination may be different depending on the nature of the termination, such as terminations due to cause, resignation, death, or disability and the status of the award as vested or unvested, unless the award agreement or a participant’s employment agreement or other agreement provides otherwise.

  21. Summary of the A&R Plan

    Dividends and Dividend Equivalents. Any dividend equivalents distributed under the Existing Plan will not count against the Existing Plan’s maximum share limit. The Existing Plan also provides that dividend equivalents will not be paid or accrue on unexercised stock options or unexercised stock appreciation rights. Dividends and dividend equivalents may not be paid with respect to unvested awards (although they may accrue on such unvested Awards for payment upon vesting of the awards). Governing Law. The A&R Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws. Withholding. The Company is entitled to deduct from the payment of any award all applicable income and employment taxes required by federal, state or local law to be withheld. Section 409A. Section 409A of the Code provides generally that nonqualified deferred compensation that does not meet certain requirements will subject the recipients of such compensation to accelerated taxation, enhanced underpayment interest and an additional twenty percent tax on the non-compliant compensation. In the event that it is reasonably determined by the Compensation Committee that, as a result of Section 409A of the Code, any payment or delivery of shares in respect of any award under the A&R Plan may not be made at the time contemplated by the terms of the A&R Plan or the relevant award agreement, as the case may be, without causing the participant holding such award to be subject to taxation under Section 409A of the Code, the Company will make such payment or delivery of shares on the first day that would not result in the participant incurring any tax liability under Section 409A of the Code. In the case of a participant who is a “specified employee” (within the meaning of Section 409A of the Code), any payment and/or delivery of shares in respect of any award subject to Section 409A of the Code that is nonqualified deferred compensation being paid on account of the participant’s separation from service shall not be made prior to the date which is six (6) months after the date of such participant’s separation from service from the Company and our Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder. Notwithstanding the foregoing, each participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him or her, or in respect of any payment or benefit delivered in connection with the A&R Plan (including any taxes, interest and penalties under Section 409A of the Code). Clawback. Any award granted pursuant to the A&R Plan shall be subject to mandatory repayment by the participant to the Company (i) to the extent set forth in any award agreement, (ii) to the extent that such participant is, or in the future becomes, subject to (a) any “clawback” or recoupment policy adopted by the Company or any Affiliate thereof including, without limitation, the Company’s Compensation Recoupment Policy which was established by the Company in October 2023 to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (b) applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (c) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding award agreements. Existing Plan Stock Option Grants. The following table sets forth the number of shares subject to all stock options granted (irrespective of whether the stock option has been exercised or cancelled, or is still outstanding) through the record date for the Annual Meeting (March 23, 2026) under the Existing Plan. Such number of shares do not reflect shares subject to other types of awards that have been granted to participants under the Existing Plan.

  22. Summary of the A&R Plan

    Share Price. The last sales price per share of our common stock on March 23, 2026, the record date of the Annual Meeting, as reported on the Nasdaq Capital Market, was $9.51. New Plan Benefits. The A&R Plan does not provide for set benefits or amounts of awards and no awards have been granted under the A&R Plan that are contingent upon the approval of the A&R Plan by our stockholders. If the A&R Plan is approved by our stockholders, equity awards will be granted under the A&R Plan in the discretion of our Board or the Compensation Committee; however, the number and type of equity awards, or the dollar value thereof, that may be so granted has not yet been determined. As such, except as described in the following sentence, we cannot determine the number of shares of common stock or the dollar value that will in the future be received by or allocated to any participant in the A&R Plan. Pursuant to our current compensation arrangement for non-employee directors, and, assuming the election at the Annual Meeting of all seven of our non-employee directors, each of our non-employee directors will be granted a restricted stock unit award valued at $150,000 (or an aggregate of $1,050,000 in value to all of our non-employee directors as a group), and our non-employee directors may continue, at their discretion and subject to annual elections, to receive all or part of their director fees in shares of our common stock. For additional information regarding our current compensation arrangement for non-employee directors, please see “Director Compensation” above.

  23. Summary Compensation Table – Years Ended December 31, 2025 and 2024

    Summary Compensation Table – Years Ended December 31, 2025 and 2024 The following table shows the compensation awarded or paid to, or earned by, Joseph M. Burnett, our Chief Executive Officer, Danilo D’Alessandro, our Chief Financial Officer, and Jeremy L. Stigall, our Chief Business Officer, for the years ended December 31, 2025 and 2024. Mr. D’Alessandro and Mr. Stigall were our two most highly compensated executive officers in 2025 other than Mr. Burnett. We refer to these three executive officers as our “named executive officers” or “NEOs.”

  24. Summary Compensation Table – Years Ended December 31, 2025 and 2024

    | Named Executive Officer | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Joseph M. Burnett | 2025 | 584,231 | 1,799,996 | 414,180 | 16,537 | 2,814,944 | | Chief Executive Officer | 2024 | 537,692 | 1,299,995 | 680,400 | 14,587 | 2,532,674 | | Danilo D’Alessandro | 2025 | 385,753 | 699,993 | 152,100 | 16,507 | 1,254,353 | | Chief Financial Officer | 2024 | 351,816 | 549,994 | 250,000 | 14,557 | 1,166,367 | | Jeremy L. Stigall | 2025 | 365,385 | 599,994 | 144,300 | 13,124 | 1,122,803 | | Chief Business Officer | 2024 | 326,539 | 574,991 | 222,500 | 10,072 | 1,134,101 |

  25. Summary Compensation Table – Years Ended December 31, 2025 and 2024

    (1) These amounts do not represent cash compensation paid to the named executive officer. These non-cash amounts represent the aggregate grant date fair value of the restricted stock units as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the awards, see the discussion in Note 2 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. On March 3, 2025, Mr. Burnett, Mr. D’Alessandro and Mr. Stigall were granted 132,841, 51,660 and 44,280 restricted stock units under the Fifth Amended and Restated 2013 Incentive Compensation Plan, respectively. Subject to remaining in continued service to the Company, these restricted stock units will incrementally vest as follows: 20% upon March 3, 2026 and 40% on each of March 3, 2027 and March 3, 2028. The last sale price of our common stock on March 3, 2025, as reported on the Nasdaq Capital Market, was $13.55. (2) These amounts represent cash bonuses earned in each respective fiscal year, and paid in the first quarter of the subsequent fiscal year. (3) These amounts consist of: (i) the group life and disability premiums that we paid on behalf of the named executive officer; and (ii) matching contributions we paid to the named executive officer's 401(k) plan that we sponsor.

  26. Summary Compensation Table – Years Ended December 31, 2025 and 2024

    | NEO | 401K Plan Company Matching Contributions ($) | Life/Disability Premiums ($) | Total for 2025 ($) | | Joseph M. Burnett | 15,750 | 787 | 16,537 | | Danilo D'Alessandro | 15,750 | 757 | 16,507 | | Jeremy L. Stigall | 12,367 | 757 | 13,124 |

  27. Summary Compensation Table – Years Ended December 31, 2025 and 2024

    We offer a 401(k) plan pursuant to Section 401(k) of the Code. All full-time United States employees, including the named executive officers, are eligible to participate in the plan. The plan permits pretax contributions by participants not to exceed annual amounts allowable under the Code. Participants are fully vested in their contributions.

  28. Payments Upon Termination or Change of Control

    Payments Upon Termination or Change of Control Termination Payments. Upon any termination of employment of any named executive officer, he will be entitled to receive any base salary and bonus compensation earned but unpaid as of the termination date along with any unreimbursed business expenses to which he is entitled as of the termination date. In the event the Company terminates the employment of a named executive officer without cause, if the named executive officer terminates his employment for good reason, or if there is a termination by the Company of the agreement’s term, as those terms are defined in his employment agreement, as amended, then he will be entitled to receive: (i) an amount equal to his annual base salary in effect on the termination date; (ii) an amount equal to his average bonus for the previous two years; and (iii) $18,000. In addition, (a) any unvested stock options and restricted stock previously granted to him prior to March 3, 2023 will become fully vested on the termination date and, in the case of stock options, will be exercisable until the earlier of three years after the termination date or the final expiration date provided for in the applicable option agreement; and (b) any unvested stock options and restricted stock granted to him on or after March 3, 2023 scheduled to vest within the twelve (12) month period following the termination date will become fully vested on the termination date and, in the case of stock options, will be exercisable until the earlier of one year after the termination date or the final expiration date provided for in the applicable option agreement. Change of Control Payments. Upon a change of control, as such term is defined in the named executive officer’s employment agreement, any unvested stock options and restricted stock previously granted to such named executive officer will become fully vested. In addition, if the Company terminates the named executive officer’s employment without cause, or if he terminates his employment for good reason, in either case within two months prior to or within 12 months following the change of control, then the named executive officer will be entitled to receive a lump sum payment equal to the sum of: (i) two times his annual base salary in effect on the termination date; (ii) two times the average of his two highest bonuses paid in the previous three years; and (iii) $18,000. In addition, outstanding stock options will be exercisable until the earlier of three years after the termination date or the final expiration date provided for in the applicable option agreement. The foregoing severance and change of control benefits are conditioned upon the named executive officer executing a release and waiver on such terms and conditions as the Company may reasonably require as a condition of entitlement to such benefits.

  29. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The table below sets forth information regarding the outstanding equity awards held by our named executive officers at December 31, 2025.

  30. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that have not vested (#) | Market Value of Shares of Stock that have not vested ($) | | Joseph M. Burnett | 350,000(1) | — | $2.50 | November 7, 2027 | — | — | | | 74,404(2) | — | $3.47 | August 15, 2029 | — | — | | | 52,356(3) | — | $3.24 | July 9, 2030 | — | — | | | 29,377(4) | — | $16.71 | August 20, 2031 | 47,407(5) | 648,528(5) | | | 46,743(6) | — | $11.41 | June 10, 2032 | 169,657(7) | 2,320,908(7) | | | 23,704(8) | 15,802(8) | $8.10 | March 6, 2033 | 132,841(9) | 1,817,265(9) | | Danilo D’Alessandro | 75,000(10) | — | $5.80 | September 29, 2030 | 18,765(5) | 256,705(5) | | | 11,750(4) | — | $16.71 | August 20, 2031 | 65,253(7) | 892,661(7) | | | 15,600(6) | — | $11.41 | June 10, 2032 | 4,145(11) | 56,704(11) | | | 5,827(8) | 6,255(8) | $8.10 | March 6, 2033 | 51,660(9) | 706,709(9) | | Jeremy L. Stigall | 5,875(4) | — | $16.71 | August 20, 2031 | 17,778(5) | 243,203(5) | | | 11,686(6) | — | $11.41 | June 10, 2032 | 61,990(7) | 848,023(7) | | | 8,888(8) | 5,926(8) | $8.10 | March 6, 2033 | 44,280(9) | 605,750(9) | | | | | | | 8,291(11) | 113,421(11) |

  31. Outstanding Equity Awards at December 31, 2025

    One third of the shares subject to this option vested on the first anniversary of the grant date, November 7, 2018. The remaining two-thirds of the shares vested ratably in 8 equal quarterly installments beginning in the first quarter following the first anniversary of the grant date. (2) The shares subject to this option vested as follows: (i) 20% of the total shares on August 15, 2020; (ii) 40% of the total shares on August 15, 2021; and (iii) 40% of the total shares on August 15, 2022. (3) The shares subject to this option vested as follows: (i) 20% of the total shares on July 9, 2021; (ii) 40% of the total shares on July 9, 2022; and (iii) 40% of the total shares on July 9, 2023. (4) The shares subject to this option vested as follows: (i) 20% of the total shares on August 20, 2022; (ii) 40% of the total shares on August 20, 2023; and (iii) 40% of the total shares on August 20, 2024. (5) The shares subject to this restricted stock unit grant vested, or will vest, as follows: (i) 20% of the total shares on March 6, 2024; (ii) 40% of the total shares on March 6, 2025; and (iii) 40% of the total shares on March 6, 2026. (6) The shares subject to this option vested as follows: (i) 20% of the total shares on June 10, 2023; (ii) 40% of the total shares on June 10, 2024; and (iii) 40% of the total shares on June 10, 2025. (7) The shares subject to this restricted stock unit grant will vest as follows: (i) 20% of the total shares on March 12, 2025; (ii) 40% of the total shares on March 12, 2026; and (iii) 40% of the total shares on March 12, 2027. (8) The shares subject to this option vested, or will vest, as follows: (i) 20% of the total shares on March 6, 2024; (ii) 40% of the total shares on March 6, 2025; and (iii) 40% of the total shares on March 6, 2026. (9) The shares subject to this restricted stock unit grant will vest as follows: (i) 20% of the total shares on March 3, 2026; (ii) 40% of the total shares on March 3, 2027; and (iii) 40% of the total shares on March 3, 2028. (10) The shares subject to this option vested as follows: (i) one-third of the total shares on September 29, 2021; (ii) one-third of the total shares on September 29, 2022; and (iii) one-third of the total shares on September 29, 2023. The shares subject to this restricted stock unit grant vested, or will vest, as follows: (i) 50% of the total shares on March 11, 2025 and (ii) 50% of the total shares on March 11, 2026.

  32. 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 Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The disclosures included in this section are prescribed by SEC rules and do not necessarily align with how the Company, our Board, or the Compensation Committee view the link between the Company’s performance and named executive officer pay, and neither the Board nor the Compensation Committee uses compensation actually paid as the basis for making compensation decisions. The tabular disclosure and the following graphs were developed in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable fiscal years.

  33. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table total for PEO ($) (1)(2) | Compensation Actually Paid to PEO ($) (1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | Net Income (Loss) ($ thousands) (4) | | 2025 | 2,814,944 | 2,126,251 | 1,188,578 | 909,691 | 161.51 | (25,540) | | 2024 | 2,532,674 | 5,879,998 | 1,150,234 | 2,511,546 | 137.08 | (18,914) | | 2023 | 1,995,337 | 1,460,479 | 884,737 | 654,045 | 42.73 | (22,089) |

  34. PAY VERSUS PERFORMANCE

    (1) The NEOs included in these columns reflect the following:

  35. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | Mr. Burnett | Mr. D'Alessandro and Mr. Stigall | | 2024 | Mr. Burnett | Mr. D'Alessandro and Mr. Stigall | | 2023 | Mr. Burnett | Mr. D'Alessandro and Mr. Stigall |

  36. PAY VERSUS PERFORMANCE

    (2) Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year. In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For a discussion of the assumptions made in the valuation at grant, see the discussion under Note 2 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For each fiscal year reflected, the “compensation actually paid” to the PEO and the average “compensation actually paid” to the non-PEO NEOs reflect the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K.

  37. PAY VERSUS PERFORMANCE

    | | 2025 | 2024 | 2023 | | Summary Compensation Table Total for PEO | 2,814,944 | 2,532,674 | 1,995,337 | | Less: Grant Date Fair Value of Equity Awards | (1,799,996) | (1,299,995) | (1,192,211) | | Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested | 1,817,265 | 3,261,652 | 1,017,832 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (390,816) | 1,390,188 | (207,879) | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (315,146) | (4,521) | (152,600) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Compensation Actually Paid for PEO | 2,126,251 | 5,879,998 | 1,460,479 |

  38. PAY VERSUS PERFORMANCE

    | | 2025 | 2024 | 2023 | | Average of Summary Compensation Table Total for NEOs (other than PEO) | 1,188,578 | 1,150,234 | 884,737 | | Less: Grant Date Fair Value of Equity Awards | (649,994) | (562,493) | (458,781) | | Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested | 656,230 | 1,414,399 | 392,284 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (158,194) | 511,654 | (73,359) | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (126,929) | (2,248) | (90,836) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | — | — | — | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Average Compensation Actually Paid for NEOs (other than PEO) | 909,691 | 2,511,546 | 654,045 |

  39. PAY VERSUS PERFORMANCE

    (4) Amounts reflect the Company's net income as reported in our audited financial statements for the applicable year.

  40. Required Disclosure of the Relationship Between Compensation Actually Paid and TSR and Net Income

    Required Disclosure of the Relationship Between Compensation Actually Paid and TSR and Net Income As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, Compensation Actually Paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable fiscal years. None of the information provided above under the “Pay Versus Performance” heading will be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.