DEF 14A of AVITA Medical, Inc., Apr 22, 2026

DEF 14A of AVITA Medical, Inc.

Filed Apr 22, 2026 · FY20250001193125-26-170562

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board has one class of directors (each, a “Director”), with each Director elected annually in accordance with the Company’s Bylaws for a term of one year or until his or her successor is duly elected and qualified, subject to such Director’s earlier death, resignation, disqualification or removal. Unless specified to be voted otherwise, the persons named in the following Proposal of this Proxy, each of whom are presently members of the Board, will vote to approve the reelection of these persons as directors to hold office for the terms set forth below or until their respective successors have been elected and qualified. Each of the nominees has consented to serve as a director if elected. The Board recommends that you vote FOR the nominees identified below.

  2. ELECTION OF DIRECTORS

    | Name | Age | Position with the Company | Director Since | Board Term Expires | | Cary Vance(1) | 60 | Executive Chairman & Interim Chief Executive Officer | April 2023 | June 2026 | | Professor Suzanne Crowe(2) | 75 | Non-Executive Director | January 2016 | June 2026 | | Jeremy Curnock Cook(2) | 76 | Non-Executive Director | October 2012 | June 2026 | | Robert McNamara | 69 | Non-Executive Director | April 2023 | June 2026 | | Jan Stern Reed(3) | 66 | Lead Independent Director | July 2021 | June 2026 | | Dr. Michael Tarnoff | 57 | Non-Executive Director | August 2025 | June 2026 | | Joseph Woody | 60 | Non-Executive Director | January 2026 | June 2026 |

  3. ELECTION OF DIRECTORS

    (1) Mr. Vance was appointed Chairman on August 6, 2025. When the Board appointed Mr. Vance as Interim Chief Executive Officer on October 16, 2025, Mr. Vance continued to serve the Board as Executive Chairman but stepped down from each of the Board Committees. (2) Each of Professor Crowe and Mr. Curnock Cook served on the Board prior to June 30, 2020, as a member of the board of AVITA Medical Pty Limited, the Company’s predecessor company. (3) Ms. Reed was appointed Lead Independent Director on October 16, 2025.

  4. Professional Experience

    Professional Experience Cary Vance was appointed Interim CEO of the Company on October 16, 2025, and has served as Chairman of the Board since August 6, 2025, and Director since April 2023. Mr. Vance has 30 years of extensive leadership experience in the healthcare industry with commercial and operational expertise. He served as the President and Chief Executive Officer of PhotoniCare, Inc., from May 2023 until January 2025. Prior to this appointment, he was President and CEO of Titan Medical, and he served as an independent director for its Board of Directors through November 2024. Previously, Mr. Vance served as President and CEO of XCath, a privately held neurovascular robotics company, having also served as the CEO of OptiScan Biomedical, Myoscience, and Hansen Medical. Prior to his role at Hansen Medical, he served in various global executive leadership roles at Teleflex, Covidien, and GE HealthCare. He supported these companies as they commercialized and transformed markets with their disruptive and game-changing technologies. Mr. Vance is Lean/Six Sigma Black Belt Certified, NACD Certified, and holds both a Bachelor of Arts degree in Economics and an MBA from Marquette University. We believe Mr. Vance is qualified to continue to serve as the Executive Chairman of our Board based on his leadership and governance experience, together with his extensive commercial and operational expertise in the healthcare industry. Professor Suzanne Crowe AO has served as a Director since January 2016. Australia-based, she is a physician and a scientist, and as a non-executive Director, provides expert support of our medical and scientific strategies. Professor Crowe is an Emeritus Professor at Monash University Melbourne and retired after 35 years of service as both Associate Director Clinical Research at the Burnet Institute and Senior Specialist Physician in Infectious Diseases at The Alfred Hospital Melbourne. A Fellow of the Australian Institute of Company Directors, she is currently a Director of Sonic Healthcare Ltd, a large global medical diagnostics company. In addition, she served on the board of St. Vincent’s Health Australia Ltd., that country’s largest not-for-profit health and aged care provider, from 2012 to 2021. In June 2020, Professor Crowe was appointed as Officer of the Order of Australia in recognition of her distinguished services to health, clinical governance, biomedical research, and education. We believe Professor Crowe is qualified to serve on our Board based on her medical and research expertise. Jeremy Curnock Cook has served as a Director since October 2012. He is a veteran in the healthcare services and life sciences industries, actively supporting the commercialization of healthcare innovations and helping entrepreneurs build their international businesses over the past 45 years. Mr. Curnock Cook is currently Founder and Managing Director of BioScience Managers, a healthcare investment firm with an approximate aggregate $AU200M under management by various of its funds. Over his career, Mr. Curnock Cook has successfully managed in excess of $US1 billion in equity investments. He launched the first dedicated biotechnology fund for the Australian market and is a former head of the life science private equity team at Rothschild Asset Management, an early pioneer and significant investor in the sector. In his early career, he founded the International Biochemicals Group which he successfully sold to Royal Dutch Shell. Mr. Curnock Cook founded a European-focused seed fund with Johnson & Johnson and built the International Biotechnology Trust. In addition to serving on our Board, Mr. Curnock Cook currently serves on the following boards: International BioScience Managers Ltd (appointed March 2000), Bioscience Managers Pty Ltd (appointed January 2003), REX Bionics Pty Ltd (appointed February 2012), Sheldon LTD (formerly Sea Dragon; appointed October 2012), Adherium Ltd appointed (April 2015), BioScience Managers UK Ltd (appointed August 2017), Marine Department Ltd (appointed January 2019), and JLCC Ltd (appointed December 2019). We believe Mr. Curnock Cook is qualified to serve on our Board based on his extensive global experience in the life sciences industry, specifically with companies focused on innovation. Robert McNamara has served as a non-executive Director since April 2023 and as the chair of the Audit Committee since May 2023. He has over 25 years of leadership experience in public and privately held companies in the medical device and technology industries. His extensive experience in operations and financial management spans across early-stage, high-growth, and mature companies. Mr. McNamara previously served as a member of the Board and the Audit Committee, and Chair of the Compensation Committee for Xtant Medical Holdings (NYSE: XTNT). He is a former member of the Board of Directors and Chair of the Audit Committee for Axonics, Inc. Prior to these appointments, Mr. McNamara served as Executive Vice President, Chief Financial Officer of LDR Holding/Spine. Prior to this role, he served as the Chief Financial Officer of three publicly traded medical device companies: Accuray, Somnus Medical Technologies, and Target Therapeutics. Mr. McNamara holds a Bachelor of Science in Accounting from the University of San Francisco and an MBA from The Wharton School, University of Pennsylvania. We believe Mr. McNamara is qualified to serve on our Board because of his financial expertise, especially with high-growth companies, as well as his experience with enterprise risk management and other financial control requirements of U.S. public companies. Jan Stern Reed was appointed Lead Independent Director on October 16, 2025, and has served as a Director since July 2021, and Chair of the Nominating and Corporate Governance Committee since May of 2023. She has more than 35 years of legal, business management, and executive leadership experience primarily in the healthcare industry, and brings significant expertise in corporate governance, compliance, and risk management. Ms. Reed currently serves as a board member of Stepan Co. (NYSE: SCL), a major manufacturer of specialty and intermediate chemicals used in a broad range of industries, and AngioDynamics, Inc. (NASDAQ: ANGO), an industry-leading and transformative medical technology company focused on improving patient outcomes. Previously, Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance, Inc., a global health and wellbeing company. Prior to Walgreens, Ms. Reed was Executive Vice President, Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, where she was responsible for the legal, human resources, internal audit, corporate communications, and compliance functions. Prior to Solo Cup Company, she was Associate General Counsel, Corporate Secretary and Chief Corporate Governance Officer at Baxter International, Inc. Ms. Reed holds a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Northwestern University Pritzker School of Law. We believe Ms. Reed is qualified to serve on our Board based on her extensive experience in legal, corporate governance, compliance, human resources, audit and enterprise risk management, general business management, and executive leadership.

  5. Professional Experience

    Dr. Michael Tarnoff was appointed a non-executive Director in August 2025, and has served as the chair of the Human Capital and Compensation Committee since October 2025. Dr. Tarnoff spent 23 years of his professional career at Tufts Medical Center, serving in various executive leadership roles, most recently as the Chief Physician Executive and CEO, until 2024. While serving in various leadership positions at Tufts, Dr. Tarnoff served as Chief Medical Officer and Vice President, Medical Affairs at Medtronic, Inc. from 2015 to 2019. Before working for Medtronic, from 2008 through 2015, Dr. Tarnoff was the Corporate Chief Medical Officer and Vice President, Medical Affairs, and before that position, the Chief Medical Officer and Vice President, Medical Affairs of the Surgical Devices division, at Covidien plc. Additional executive leadership experience includes roles serving as Medical Director at GI Dynamics, Inc. from 2006 to 2008, as well as Chief Medical Consultant to the Kendall surgery unit of Tyco Healthcare from 2005 to 2008. After earning a Bachelor of Arts degree from Washington University in St. Louis, Dr. Tarnoff received his medical degree from the University of Medicine and Dentistry of New Jersey. He then completed a general surgery residency at Rutgers Medical School, followed by an advanced fellowship in laparoscopic surgery at the Cleveland Clinic. We believe Dr. Tarnoff is qualified to serve on our Board based on his extensive medical experience and expertise in clinical innovation, together with his executive leadership experience. Joseph Woody was appointed a non-executive Director in January 2026. Mr. Woody is a seasoned healthcare executive with more than two decades of leadership experience across the medical technology sector, most recently serving as CEO of Avanos Medical from 2017 to 2024, and previously, as President and CEO of Acelity Holdings. His background spans multiple senior executive roles, including with Covidien and Smith & Nephew. Mr. Woody also served on the Board of Directors of AdvaMed, Inc., the largest trade association in the U.S. for the medical device, diagnostics, and digital health technology sectors, for over a decade. We believe Mr. Woody is qualified to serve on our Board based on his extensive medical technology experience and commercial expertise.

  6. Director Compensation

    Director Compensation The following table sets forth certain information regarding the compensation earned by, or awarded to, each non-executive Director who served on the Company’s Board during the fiscal year ended December 31, 2025 (in U.S. dollars). The Company did not provide separate compensation to its executive director, James Corbett, who, while a member of the Board, served as the Company’s CEO during the fiscal year ended December 31, 2025. Mr. Corbett’s compensation for his services as CEO is provided in the executive compensation disclosures below.

  7. Director Compensation

    | | Fees earned in cash (1) | Stock awards (2) | Option awards (3) | Total | | Non-Executive Directors | | | | | | Jan Stern Reed - Lead Independent Director | $104,792 | $87,492 | $15,462 | $207,746 | | Professor Suzanne Crowe | 92,500 | 87,492 | 15,462 | 195,454 | | Jeremy Curnock Cook | 92,500 | 87,492 | 15,462 | 195,454 | | Robert McNamara | 102,500 | 87,492 | 15,462 | 205,454 | | Lou Panaccio | 113,480 | 87,492 | 15,462 | 216,434 | | Dr. Michael Tarnoff (4) | 32,870 | - | - | 32,870 | | Cary Vance (5) | 91,516 | 87,492 | 15,462 | 194,470 | | Total Non-Executive Directors | $630,158 | $524,952 | $92,772 | $1,247,883 |

  8. Director Compensation

    (1) Annual amounts are composed of the following: $70,000 for fees as a Board Member, $35,000 for Lead Independent Director, $20,000 for Audit Committee Chair, $15,000 for Human Capital and Compensation Committee Chair, $10,000 for Nominating and Corporate Governance Chair, $10,000 for Audit Committee Member, $7,500 for Human Capital and Compensation Committee Member, and $5,000 for Nominating and Corporate Governance Member. (2) Amounts in this column represent the US$-value of grants of restricted stock units (“RSUs”) with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, the fair value amount determined at the date of grant in accordance with U.S. GAAP based on the closing price of our Common Stock on the grant date. These RSU grants vest 12 months following the grant date, subject to continued participation as Board members through such vesting date. As of December 31, 2025, Mr. McNamara and Mr. Vance each held 13,480 RSUs and Messrs. Cook, Crowe, Panaccio, and Reed each held 10,022 RSUs, respectively. Dr. Tarnoff did not hold any RSUs as of December 31, 2025. (3) Amounts in this column represent grants of stock options with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Amounts in this column represent option grants issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. These option grants vest 12 months following the grant date, subject to continued participation as Board members. As of December 31, 2025, Ms. Reed held 23,754 options, Mr. McNamara and Mr. Vance each held 15,330 options, and Messrs. Cook, Crowe, and Panaccio each held 18,829 options, respectively. Dr. Tarnoff did not hold any options as of December 31, 2025. (4) Dr. Tarnoff was appointed to the Board on August 6, 2025. (5) Mr. Vance was appointed as our Interim CEO on October 16, 2025, and at such time, ceased serving on the Board as a non-executive Director; and accordingly, ceased receiving compensation for his service on our Board. Directors are elected by a plurality of votes cast at the Annual Meeting, which means that the seven director nominees receiving the highest number of “FOR” votes will be elected as directors of the Company. Abstentions and broker non-votes are not counted as votes cast with respect to each director, and therefore, will have no direct effect on the outcome of the election of directors.

  9. Compensation Principles

    Compensation Principles The Human Capital and Compensation Committee is governed by a Human Capital and Compensation Committee Charter (the “Charter”) which it reviews, and updates as necessary, on an annual basis. The Charter outlines responsibilities of the members, which include the following: reviewing the Company’s overall compensation policies and practices; reviewing, and recommending for Board approval, the annual compensation for the Board; reviewing, and recommending for Board approval, the executive compensation program for the Company’s executive leadership team, including the CEO; and reviewing, and recommending for Board approval, the Company’s independent compensation consultant on an annual basis. Human Capital and Compensation Committee Upon review of benchmarking data and recommendations provided by the Board’s independent compensation consultant, Compensia, the Human Capital and Compensation Committee reviews compensation for the Board, and makes recommendations regarding the same for Board approval, on an annual basis. The Human Capital and Compensation Committee also reviews, and recommends for Board approval, the compensation for the Company’s executive leadership team, including the CEO, based on industry benchmarking data and guidance provided by Compensia, as follows: (a) the compensation of the CEO; and (b) based on the performance evaluations of, and suggested compensation recommendations for, each member of the Company’s executive leadership team provided by the CEO, the compensation (base salary, cash bonus, and equity incentive award) of the members of the Company’s executive leadership team, as necessary and no less than annually. Further, the Human Capital and Compensation Committee, with input from the CEO, reviews, and recommends for Board approval, the establishment of the Company’s annual performance targets. Finally, the Human Capital and Compensation Committee, with input from both the CEO and Compensia, reviews and recommends for Board approval, the annual merit increase and bonus pool for the Company’s employees. The Human Capital and Compensation Committee undertakes its review of the compensation of each of the Board and the Company’s executive leadership team (including the compensation of the CEO) with the objective to align such compensation with the Company’s short- and long-term goals in order to ensure maximum stockholder benefit from the recruitment and retention of both a high-quality Board and executive leadership team. Consideration of Say-on-Pay Vote Results At our 2025 annual meeting of stockholders, approximately 77% of the votes cast by our stockholders approved, on an advisory (non-binding) basis, the compensation of our named executive officers, which we believe affirms our stockholders' support for our executive compensation program. Accordingly, our Human Capital and Compensation Committee did not make any changes to our executive compensation program as a result of the say-on-pay vote. We currently expect our next say-on-pay vote (following the vote on Proposal 13 at this annual meeting) will be held at our 2027 annual meeting.

  10. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the compensation paid to, or earned by, our named executive officers, Mr. Vance, Mr. O'Toole, Ms. Kelsey and Mr. Corbett, for the fiscal years ended December 31, 2025 and 2024.

  11. Summary Compensation Table

    | Name and Position | Year | Salary | Bonus (1) | Option Awards (2) | All Other Compensation (3) | Total | | Named Executive Officers: | | ($) | ($) | ($) | ($) | ($) | | Cary Vance | 2025 | 137,475 | 140,000 | - | 578 | 278,053 | | Interim Chief Executive Officer (8) | 2024 | - | - | - | - | - | | David O'Toole | 2025 | 490,916 | 98,600 | 887,000 | 55,749(4) | 1,532,265 | | Chief Financial Officer | 2024 | 459,253 | 195,500 | 1,068,666 | 54,109(5) | 1,777,528 | | Nicole Kelsey | 2025 | 458,455 | 91,800 | 384,366 | 22,806 | 957,427 | | Chief Legal and Compliance Officer, and Interim SVP, Human Resources | 2024 | 228,475 | 95,625 | 784,700 | 179,390(6) | 1,288,190 | | James Corbett | 2025 | 569,302 | - | 642,373 | 196,040(7) | 1,407,715 | | Former Chief Executive Officer (9) | 2024 | 684,231 | 459,000 | 2,080,166 | 20,487 | 3,243,885 |

  12. Summary Compensation Table

    (1) Amounts in this column represent the annual bonuses paid to our named executive officers for the applicable year. (2) Amounts in this column represent awards of stock options with the aggregate grant date fair value computed in accordance with ASC 718. Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S. GAAP. See Note 14, Share-Based Payment Plans to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” for the assumptions used in determining the grant date fair value of option awards. The vesting of these option awards are subject to tenure related criteria. (3) Amounts in this column represent all other compensation for the covered fiscal year including the non-qualified deferred compensation employer match, 401(k) match, and fringe benefits such as commuting, accommodations and medical benefits, along with related taxes on grossed-up fringe benefits. (4) Amounts primarily relate to $29,415 of non-qualified deferred compensation employer match and $20,700 of the Company’s 401(k) employer match contribution. (5) Amounts primarily relate to $27,550 of non-qualified deferred compensation employer match and $21,000 of the Company’s 401(k) employer match contribution. (6) Amounts primarily relate to relocation assistance. (7) Amounts primarily relate to $117,000 in severance payments, $53,595 in vacation buy-out and $25,445 in the Company’s 401(k) employer match contribution and group term life insurance premiums. (8) Mr. Vance was appointed to the position of Interim Chief Executive Officer by the Board on October 16, 2025. (9) Mr. Corbett served as the Company’s Chief Executive Officer from January 1 through October 15, 2025.

  13. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by the Company’s named executive officers, as of December 31, 2025.

  14. Outstanding Equity Awards at Fiscal Year End

    | | Option awards | | | | Stock awards | | | Name | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised unearned options | Option exercise price | Option expiration date | Number of unearned shares, units or other rights have not vested | Market or payout value of unearned shares, units or other rights have not vested ($) (1) | | Cary Vance, Interim Chief | -- | 4,295(2) | $8.73 | 1/21/2035 | 13,480 (9) | $46,506 | | Executive Officer | 3,943 | --(3) | $9.51 | 6/5/2034 | | | | | 5,610 | 1,482(4) | $14.17 | 6/6/2033 | | | | David O'Toole, Chief Financial | -- | 150,000(2) | $8.73 | 1/21/2035 | | | | Officer | 41,667 | 83,333(5) | $12.64 | 1/3/2034 | | | | | 100,000 | 50,000(6) | $17.00 | 6/15/2033 | | | | Nicole Kelsey, Chief Legal and | -- | 65,000(2) | $8.73 | 1/21/2035 | | | | Compliance Officer, and Interim SVP, Human Resources | 50,000 | 100,000(7) | $7.72 | 7/1/2034 | | | | James Corbett, Former Chief | -- | 173,334(8) | $8.73 | 1/21/2035 | | | | Executive Officer | 116,667 | 116,667(8) | $12.64 | 1/3/2034 | | | | | 66,667 | -- | $14.17 | 6/6/2033 | | | | | 169,722 | -- | $5.64 | 9/28/2032 | | | | | 7,475 | -- | $12.18 | 12/22/2031 | | |

  15. Outstanding Equity Awards at Fiscal Year End

    (1) Amounts in this column are calculated by multiplying the closing market price of the Company’s stock of $3.45 as of December 31, 2025 by the number of shares or units of stock awards. (2) Vests in three equal annual installments beginning on January 21, 2026, subject to continued service on the applicable vesting date. (3) Vests in three equal annual installments beginning on June 5, 2025, subject to continued service on the applicable vesting date. (4) Vests in three equal annual installments beginning on June 6, 2024, subject to continued service on the applicable vesting date. Vests in three equal annual installments beginning on January 3, 2025, subject to continued service on the applicable vesting date. Vests in three equal annual installments beginning on June 15, 2024, subject to continued service on the applicable vesting date. Vests in three equal annual installments beginning on July 1, 2025, subject to continued service on the applicable vesting date. (8) Per the terms of Mr. Corbett’s severance agreement, these options vested on January 3, 2026 and January 21, 2026. (9) Represents RSUs granted for Cary Vance’s service as a non-executive Director, of which 10,022 vest on January 21, 2026 and 3,458 vest on June 6, 2026. Equity-Based Incentive Awards Our equity-based incentive awards are designed to align our interests and the interests of our stockholders with those of our employees and consultants, including our named executive officers. Our Board, upon recommendation by the Human Capital and Compensation Committee, approves these equity grants. We grant equity awards under our 2020 Omnibus Incentive Plan Amended and Restated (the “Incentive Plan”). We use equity awards to compensate our named executive officers both in the form of initial grants, in connection with the commencement of employment, and annual grants. Annual grants of equity awards are typically approved by the Human Capital and Compensation Committee, which then submits them to the Board for approval, in January of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the Human Capital and Compensation Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances, as recommended by management or the Human Capital and Compensation Committee. The Human Capital and Compensation Committee determines each executive officer’s annual equity grant taking into account a competitive market analysis (as prepared by Compensia, and using market data for each role), the recommendations of our Interim Chief Executive Officer based on his evaluation of their individual performance (except with respect to his own performance), the extent to which the executive officer is currently vested in his or her stock awards, scope and criticality of the executive’s role and parity in targets among executives. In 2025, we granted equity awards in the form of stock options. Stock options are an important vehicle for tying executive pay to performance because they deliver future value only if the value of our Common Stock increases above the exercise price. The exercise price of each stock option grant is the fair market value of our common stock on the grant date. In January 2025, our named executive officers, Mr. O’Toole and Ms. Kelsey, were each awarded an annual grant of stock options under our Incentive Plan of 150,000 and 65,000 stock options, respectively. These options vest in three equal annual installments beginning the first anniversary of the grant date. Mr. Vance received a grant of stock options and RSUs in 2025 for his service as a non-executive Director of the Board, serving as Chairman of the Board and Chairman of the Human Capital and Compensation Committee, as described further under “Director Compensation” above. Mr. Vance did not receive any equity awards in 2025 as compensation for his service as our Interim Chief Executive Officer since October 16, 2025. For a description of the accelerated vesting applicable to our named executive officers’ stock awards, see “Employment Contracts” below.

  16. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid (or “CAP”) to our named executive officers and required financial performance measures.

  17. Pay Versus Performance

    | Year1 | Summary Compensation Table Total for Cary Vance ($) | Summary Compensation Table Total for James Corbett ($) | Compensation Actually Paid to Cary Vance2 ($) | Compensation Actually Paid to James Corbett2 ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers2 ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | Net loss (in thousands $) | | 2025 | 278,053 | 1,407,715 | 158,544 | (2,171,519) | 1,237,907 | (353,075) | 25.71 | (48,587) | | 2024 | - | 3,243,885 | - | 3,549,524 | 1,584,838 | 1,354,307 | 95.38 | (61,845) |

  18. Pay Versus Performance

    1. For 2025, the Principal Executive Officer (the “PEO”) is both Cary Vance and James Corbett. For 2024, the PEO is Mr. Corbett. For 2025, the non-PEO named executive officers are David O’Toole and Nicole Kelsey. For 2024, the non-PEO named executive officers are Mr. O’Toole, Ms. Kelsey, and Donna Shiroma. 2. The following table details the applicable adjustments that were made to determine the CAP.

  19. Pay Versus Performance

    | | 2025 | | | 2024 | | | | PEO Cary Vance ($) | PEO James Corbett ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table (SCT) Total | $278,053 | $1,407,715 | $1,237,907 | $3,243,885 | $1,584,838 | | Less Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | - | (642,373) | (635,683) | (2,080,166) | (902,766) | | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 41,049 | 261,246 | 172,407 | 2,925,622 | 809,172 | | Plus Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (42,203) | (800,969) | (846,190) | (232,954) | (49,218) | | Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | - | - | - | - | 147,748 | | Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (118,355) | (503,422) | (281,515) | (306,862) | (235,466) | | Less Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | - | (1,893,717) | - | - | - | | Compensation Actually Paid (CAP) Total | $158,544 | $(2,171,519) | $(353,075) | $3,549,524 | $1,354,307 |