DEF 14A of Hycroft Mining Holding Corp, Apr 12, 2024

DEF 14A of Hycroft Mining Holding Corp

Filed Apr 12, 2024 · FY20230001493152-24-014485

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF DIRECTORS

    PROPOSAL NO. 1—ELECTION OF DIRECTORS

  2. Nominees for Election to our Board of Directors at the 2024 Annual Meeting

    Nominees for Election to our Board of Directors at the 2024 Annual Meeting Below are each director nominee, their current age, and a brief overview of their business experiences.

  3. Nominees for Election to our Board of Directors at the 2024 Annual Meeting

    | Name | Age | Position(s) | | Diane R. Garrett, Ph.D. | 64 | Director, President, and Chief Executive Officer | | Sean D. Goodman | 58 | Director | | Michael J. Harrison | 52 | Director | | Stephen A. Lang | 68 | Director and Chairman of the Board | | David C. Naccarati | 70 | Director | | Thomas Weng | 55 | Lead Independent Director | | Marni Wieshofer | 61 | Director |

  4. Nominees for Election to our Board of Directors at the 2024 Annual Meeting

    | Board Diversity Matrix (As of April 12, 2024) | | | | | Board Size: | | | | | Total Number of Directors | 7 | | | | | Female | Male | Non-Binary | | Part I: Gender Identity | | | | | Directors | 2 | 5 | | | Part II: Demographic Background | | | | | African American or Black | | | | | Alaskan Native or Native American | | | | | Asian | | 1 | | | Hispanic or Latinx | | | | | White | 2 | 4 | | | Two or More Races or Ethnicities | | | | | LGBTQ+ | | | | | Did Not Disclose Demographic Background | | | |

  5. Nominees for Election to our Board of Directors at the 2024 Annual Meeting

    As of March 31, 2024, the gender diversity of the employees of the Company as a whole was approximately 40% female and 60% male. The Board determined each of Messrs. Goodman, Harrison, Lang, Naccarati and Weng, and Ms. Wieshofer is an “independent director” under Nasdaq listing standards as discussed in detail below under “Director Independence”. Diane R. Garrett, Ph.D., began serving as our President and Chief Executive Officer and a director on September 8, 2020, was Acting Chair of the Board from December 15, 2021, through April 8, 2022, and is a member of the Board. From June 2016 until her appointment with the Company, Ms. Garrett was the President and Chief Executive Officer of Nickel Creek Platinum Corp. (“NCP”), a mining exploration and development company listed on the Toronto Stock Exchange and the OTCQB Market. She has over 30 years of senior management and financial expertise in natural resources. Before joining NCP, she held the position of President and Chief Executive Officer and a director of Romarco Minerals Inc. (“Romarco”) from November 2002 until October 2015, taking the multi-million-ounce Haile Gold Mine project from discovery to construction. OceanaGold, Inc. acquired Romarco in 2015, at which time Ms. Garrett became a director and consultant to OceanaGold, Inc. before joining NCP in June 2016. Before that, she held numerous senior positions in public mining companies, including VP of Corporate Development at Dayton Mining Corporation and VP of Corporate Development at Beartooth Platinum Corporation. Early in her career, Ms. Garrett was the Senior Mining Analyst and Portfolio Manager in the precious metals sector with US Global Investors. Ms. Garrett received her Ph.D. in Engineering and Masters in Mineral Economics from the University of Texas at Austin. The Board determined Ms. Garrett should serve as a director due to her technical expertise and background as a senior executive in mining companies; her significant experience with permitting, developing, and constructing gold mines in addition to capital markets; as well as her success in moving a precious metals mining company from the development stage to the successful producer stage. Ms. Garrett is also a director of Novagold Resources Inc., a mineral exploration company operating in the gold mining industry (NYSE American: NG; TSE: NG) and Ausenco PYT Ltd., a privately held global engineering firm. Sean D. Goodman has been a member of our Board since April 8, 2022, and is a member of the Audit Committee, the Nominating and Governance Committee, the Environmental, Social, and Governance Committee, and the Finance Committee. Mr. Goodman is the Executive Vice President and Chief Financial Officer of AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”) and has served in this position since February 2020. Before joining AMC, Mr. Goodman was Chief Financial Officer of Fortune 500 company Asbury Automotive Group, Inc. (NYSE: ABG) from July 2017 to November 2019. Earlier in his career, Mr. Goodman held Chief Financial Officer roles at Unifi, Inc. (NYSE: UFI) and Landis + Gyr AG (SIX: LAND). In addition, Mr. Goodman served in senior strategy and finance roles at Fortune 20 company The Home Depot, Inc. (NYSE: HD). Mr. Goodman began his career as an investment banker with Morgan Stanley (NYSE: MS) and in various consulting and public accounting positions with Deloitte LLP. Mr. Goodman has a Master of Business Administration degree from The Harvard Business School and a Bachelor of Business Science degree (with honors) from the University of Cape Town in South Africa. Mr. Goodman is a certified public accountant. Mr. Goodman is the designated representative of American Multi-Cinema, Inc., a wholly owned subsidiary of AMC, under the Subscription Agreement, as amended, entered into with the Company. The Board has also determined that Mr. Goodman’s financial, strategic, capital markets, and information technology skills and experience as a chief financial officer of a publicly traded company add valuable insight and expertise to the Board and provide the perspective of a large stockholder. Michael J. Harrison has been a member of our Board since May 29, 2020, and is a member of the Safety and Technical Committee (Chair) and the Nominating and Governance Committee. Since January 2, 2020, Mr. Harrison has served as Managing Partner of Sprott Resource Streaming and Royalty and Managing Director of Sprott, Inc. Since January 2, 2020, Mr. Harrison has served as the CEO of Sprott Resource Streaming and Royalty Corp. From May 7, 2019, to June 23, 2020, Mr. Harrison served as Interim President and Chief Executive Officer of Sprott Resource Holdings Inc. (“SRHI”) and before such date served as a Managing Director in the mining and metals group of SRHI since February 2017. Before joining SRHI, he was president and CEO of Adriana Resources Inc. from October 2015 to February 2017 and Vice President, Corporate Development for Coeur Mining Inc. from February 2011 to August 2015. Mr. Harrison previously served on the Board of Directors of Corsa Coal Corp. (TSXV: CSO) from March 2011 to March 2017 and on the board of directors of Macusani Yellowcake (TSXV: PLU) from May 2011 to January 2013. Mr. Harrison also served as a member of the Board of Directors of Hycroft Mining Corporation (“HMC”), the Company’s predecessor, from December 2017 until the May 29, 2020, recapitalization transaction with HMC. He also previously worked for Cormark Securities Inc. and National Bank Financial in the mining investment banking groups raising funds and providing mergers and acquisition advice to listed and private mining companies. Previously, Mr. Harrison worked internationally for BHP Billiton Exploration Division as a Project Geophysicist. Mr. Harrison holds a B.Sc.E (Honours) in Geophysics from Queen’s University and an MBA (with Distinction) from the University of Western Ontario. Mr. Harrison brings over 25 years of executive, financial, and technical knowledge in the mining industry to our Board and adds a valuable perspective.

  6. Nominees for Election to our Board of Directors at the 2024 Annual Meeting

    Stephen A. Lang has been a member of our Board since May 2021, Chairman of our Board since April 8, 2022, and a member of the Compensation Committee (Chair), the Safety and Technical Committee, and the Environmental, Social, Governance Committee. Mr. Lang has over 40 years of experience in the mining industry, including engineering, development and production at gold, coal, base metals, and PGM operations. He was Chief Executive Officer of Centerra Gold Inc., a publicly traded mining company, from 2008 to 2012 and served as Centerra’s Board Chair from 2012 to 2019. Before that, Mr. Lang served as Chief Operating Officer at Stillwater Mining Company, Vice President/General Manager at Barrick Goldstrike operations, Vice President of Engineering and Project Development for Rio Algom Ltd, General Manager of the Fort Knox Mine for Kinross Gold/Amax Gold, and General Manager at the Twin Creeks and Lone Tree mines for Santa Fe Pacific Gold. Mr. Lang is currently Board Chair at Hudbay Minerals. He is also a member of the Board of Directors of Argonaut Gold, Inc. Mr. Lang served as a director of International Tower Hill Mines, Ltd. from February 2014 until and of Bear Creek Mining Corporation from June 2018 to December 2023. In addition, Mr. Lang served as a director of Allied Nevada Gold Corporation (“Allied Nevada”) from June 2013 until October 2015. Allied Nevada entered federal bankruptcy proceedings in March 2015, emerged in October 2015 and was the prior owner of the Company’s Hycroft Open Pit Mine, located in Winnemucca, Nevada, that historically operated as an open-pit oxide mining and heap leach processing operation (the “Hycroft Mine”). Mr. Lang holds a BS and MS in Mining Engineering from the Missouri University of Science and Technology. Mr. Lang is well qualified to serve as a member of our Board due to his significant experience in the mining industry and his director and leadership experience with other mining companies. David C. Naccarati has been a member of our Board since May 2021 and is a member of the Audit Committee, Environmental, Social, and Governance Committee (Chair), and the Safety and Technical Committee. Mr. Naccarati is a former member of the Finance Committee. Mr. Naccarati has more than 45 years of experience in the mining industry. He currently serves as an independent consultant to the mining industry. He was a founding partner of Cupric Canyon Capital, LLC, a private equity firm focused on acquiring and developing mining properties. He served as a member of its board of directors from 2010 to 2019. Mr. Naccarati was a senior management team member for Phelps Dodge Corporation (“Phelps Dodge”), a publicly traded mining and manufacturing company, from 2004 to 2007, including serving as president of the Phelps Dodge Mining Company, a division of Phelps Dodge. Mr. Naccarati also served as an adjunct professor in the Mining and Geological Engineering Department at the University of Arizona from 2009 to 2011. Mr. Naccarati received a degree in Mining Engineering from the University of Arizona and an MBA from the Sloan School of Management (MIT). Mr. Naccarati is well qualified to serve as a member of our Board due to his significant safety, technical, and operational experience in the mining industry. Thomas Weng has been a member of our Board since May 29, 2020, and is a member of the Compensation Committee, the Finance Committee (Chair), and the Nominating and Governance Committee (Chair). Mr. Weng has served as our Lead Independent Director since December 15, 2021 Mr. Weng has more than 30 years of experience in the financial services sector and is a Co-Founding Partner with Alta Capital Partners, a provider of advisory and consulting services (since February 2011). From February 2007 to January 2011, Mr. Weng was a Managing Director at Deutsche Bank and Head of Equity Capital Markets for Metals and Mining throughout the Americas and across all industry segments for Latin America. Prior to 2007, he held various senior positions at Pacific Partners, an alternative investment firm, Morgan Stanley and Bear Stearns. Mr. Weng currently sits on the board of International Tower Hill Mines and Jaguar Mining Inc. Mr. Weng graduated from Boston University with a Bachelor of Arts in Economics. Mr. Weng is well qualified to serve as a member of our Board because of his extensive knowledge of strategic planning, mergers and acquisitions, finance, and mining. Marni Wieshofer has been a member of our Board since May 29, 2020, and is a member of the Audit Committee (Chair), the Compensation Committee, and the Finance Committee. Ms. Wieshofer has served as the Head of Media and was a Managing Director in Houlihan Lokey’s TMT Corporate Finance Group, based in Los Angeles, providing mergers and acquisitions, capital markets, financial advisory and financial restructuring services, including the Weinstein Company and Relativity Media. Before joining Houlihan Lokey, Ms. Wieshofer was a Partner and Managing Director at MESA, a boutique advisory investment bank, where she spearheaded investment banking, strategy, and valuation engagements for companies throughout the media space. Her background also includes having served as Chief Financial Officer and EVP of Corporate Development at Lionsgate Entertainment where she oversaw mergers, acquisitions and other strategic financial initiatives and prominent roles at Media Rights Capital, Alliance Atlantis Communications and Coopers & Lybrand Chartered Accountants. Ms. Wieshofer is currently a member of the Board of Directors of Organigram Holdings Inc. (NASDAQ: OGI; TSE: OGI) and Acceso Impact Inc. (acceso.org), and a former member of the Board of Thunderbird Entertainment Group Inc. (TSXV: TBRD, OTC: THBRF) where she was Interim Chair of the Board. Ms. Wieshofer holds a BA from Western University and an MBA from the Rotman School of Management. She is a Canadian Chartered Accountant and obtained the ICD.D designation in 2018. She was granted an Arbor Award in 2019 by the University of Toronto and recognized by Variety Magazine in the 2018 Dealmakers Impact Report. Ms. Wieshofer is well qualified to serve as a member of our Board due to her expertise in mergers and acquisitions, capital markets, financial advisory and financial restructuring services across various industries.

  7. Director Compensation

    Director Compensation The Compensation Committee and Board of Directors approved the following initial annual director compensation arrangements, for non-employee directors:

  8. Director Compensation

    | ■ | an annual cash retainer of $55,000; | | ■ | annual committee chair fees of $12,500 for the Audit Committee, $10,000 for the Safety and Technical Committee and ESG Committee, and $7,500 for each of the Nominating and Governance Committee and the Compensation Committees; | | ■ | annual committee member fees of $5,000 for the Audit Committee, $4,000 for the Safety and Technical Committee and ESG Committee, and $2,500 for each of the Nominating and Governance Committee and the Compensation Committee; and | | ■ | $75,000 in annual equity awards in the form of restricted stock units (“RSUs”). |

  9. Director Compensation

    In addition, the Compensation Committee approved (i) an initial $50,000 equity award in the form of RSUs for each non-employee director upon their initial appointment to the Board; (ii) an annual $10,000 cash retainer for the independent Lead Director; and (iii) an annual $70,000 retainer for a non-employee independent Chairman of the Board of which $25,000 is payable in cash and $45,000 payable in RSUs. The equity awards are granted to each non-employee director following the Company’s annual meeting of stockholders unless otherwise determined by the Compensation Committee. The AMC Subscription Agreement provides American Multi-Cinema the right to appoint a director to the Board, and the Company agrees to support such director’s nomination so long as American Multi-Cinema retains at least 50% of the Common Stock purchased under the AMC Subscription Agreement, and American Multi-Cinema holds at least 5% of the voting power of the Company. Mr. Goodman serves as a member of our Board as the designated representative of American Multi-Cinema, Inc. He is an executive officer of AMC and an officer and director of American Multi-Cinema, Inc., its wholly owned subsidiary. Mr. Goodman disclaims any beneficial ownership of the shares of our Common Stock and shares of Common Stock issuable upon the exercise of outstanding warrants beneficially owned by AMC and/or American Multi-Cinema, Inc. Any equity grants on behalf of Mr. Goodman by the Company are assigned to AMC or an affiliate thereof. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stephen A. Lang | 89,625 | 120,000 | 209,625 | | David C. Naccarati | 70,250 | 75,000 | 145,250 | | Michael J. Harrison | 67,500 | 75,000 | 142,500 | | Thomas Weng | 83,750 | 75,000 | 158,750 | | Marni Wieshofer | 70,000 | 75,000 | 145,000 | | Sean D. Goodman(3) | 67,500 | 75,000 | 142,500 |

  11. Director Compensation

    | (1) Amounts reflect the annual cash retainers that the non-employee directors earned for their service in respect of 2023 under our non-employee director compensation policy. | | (2) Amounts reflect the aggregate grant date fair value as computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, assuming no forfeitures. These amounts reflect the Company’s accounting expense, and do not correspond to the actual value that the non-employee directors will realize. As of December 31, 2023, each non-employee director had the following outstanding unvested RSUs. | | (3) Sean D. Goodman is an executive officer of AMC and an officer and director of American Multi-Cinema, Inc., its wholly owned subsidiary. Mr. Goodman disclaims any beneficial ownership in cash paid or of the shares of our Common Stock and shares of Common Stock issuable upon the exercise of outstanding warrants beneficially owned by AMC and/or American Multi-Cinema, Inc. |

  12. Director Compensation

    | Name | No. of Unvested RSUs Held as of December 31, 2023 | | Stephen A. Lang(1) | 16,690 | | David C. Naccarati | 10,881 | | Michael J. Harrison | 10,431 | | Thomas Weng(2) | 10,431 | | Marni Wieshofer | 10,431 | | Sean D. Goodman | 12,762 |

  13. Director Compensation

    | (1) Mr. Lang elected to defer conversion of 3,378 RSUs awarded for his initial director equity grant and 2021 annual director equity grant, to the extent they vest, until the date of his separation from service as a Board member. | | (2) Mr. Weng elected to defer conversion of 2,700 RSUs awarded for his initial director equity grant and 2021 annual director equity grant, to the extent they vest, until the date of his separation from service as a Board member. |

  14. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation for the services in all capacities to us or our subsidiary companies for the years ended December 31, 2023 and 2022 of our Chief Executive Officer and our Chief Financial Officer (each an “NEO” and together, the “NEOs”).

  15. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Diane R. Garrett, Ph.D.(4) | 2023 | $600,000 | $462,000 | $500,900 | $23,512 | $1,586,412 | | | 2022 | $587,500 | $537,195 | $1,200,000 | $26,190 | $2,350,885 | | Stanton K. Rideout(5) | 2023 | $425,000 | $280,500 | $250,450 | $23,364 | $979,314 | | | 2022 | $412,500 | $328,556 | $637,500 | $16,556 | $1,395,112 |

  16. 2023 Summary Compensation Table

    | (1) Amounts represent payments under the Company’s incentive bonus plan. | | (2) Amounts reflect the aggregate grant date fair value of awards granted during the fiscal year noted as computed in accordance with FASB’s ASC Topic 718, assuming no forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that may be realized by the NEOs. | | (3) During 2023 and 2022, “All Other Compensation” consisted of the following: |

  17. 2023 Summary Compensation Table

    | Name and Principal Position | Year | 401(k) Matching Contributions | Life Insurance Premiums | Total | | Diane R. Garrett, Ph.D.(4) | 2023 | $19,800 | $3,712 | $23,512 | | | 2022 | $20,500 | $5,690 | $26,190 | | Stanton K. Rideout(5) | 2023 | $19,800 | $3,564 | $23,364 | | | 2022 | $10,866 | $5,690 | $16,556 |

  18. 2023 Summary Compensation Table

    | (4) Ms. Garrett was hired effective September 8, 2020. Her annual base salary was set at $550,000 and increased to $600,000 on April 1, 2022. Ms. Garrett’s salary was not increased in 2023. | | (5) Mr. Rideout was hired effective October 20, 2020. His annual base salary was set at $375,000 and increased to $425,000 on April 1, 2022. Mr. Rideout’s salary was not increased in 2023. |

  19. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes information for each NEO with respect to outstanding equity awards and the value of such awards as of December 31, 2023.

  20. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Number of Shares or Units of Stock that Have Not Yet Vest (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Diane R. Garrett, Ph.D. | 5,253 | $12,870 | - | - | | | 9,615 | $23,558 | | | | | 56,224 | $137,748 | - | - | | | 100,000 | $245,000 | - | - | | Stanton K. Rideout | 2,686 | $6,581 | - | - | | | 3,298 | $8,081 | | | | | 44,580 | $109,222 | - | - | | | 50,000 | $122,500 | - | - |

  21. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1)The | vesting schedules for the time-based RSUs for each NEO is as follows: |

  22. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | RSU Grant Amount | Grant Date | Vesting Schedule | | Diane R. Garrett, Ph.D. | 5,253 | 3/2/2021 | 100% vesting on September 8, 2024 | | | 9,615 | 9/8/2020 | See footnote(1) | | | 56,224 | 6/2/2022 | See footnote(2) | | | 100,000 | 4/18/2023 | See footnote(3) | | Stanton K. Rideout | 2,686 | 3/2/2021 | 100% vesting on October 20, 2024 | | | 3,298 | 10/20/2020 | See footnote(1) | | | 44,580 | 6/2/2022 | See footnote(2) | | | 50,000 | 4/18/2023 | See footnote(3) |

  23. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche vested on March 15, 2022; the second tranche vested on March 15, 2023, and the remaining tranche vested on March 15, 2024. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. | | (2) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on June 2, 2023, the second trance vesting on June 2, 2024, and the third tranche vesting on June 2, 2025. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. | | (3) Subject to the continued employment with the Company, the RSUs vest 33% for the first and second installment and 34% for the third installment with the first tranche vesting on April 18, 2024, the second trance vesting on April 18, 2025, and the third tranche vesting on April 18 2026. Vested RSUs will convert into shares of Common Stock on each applicable vesting date; provided, however, that if, on that conversion date, the holder is prohibited from trading under the Company’s policies or pursuant to applicable securities laws, the conversion date shall be, in the determination of the Board’s Compensation Committee, the 2nd trading day after the date the reporting person is no longer prohibited from such trading. |

  24. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose certain information about the relationship between the compensation actually paid to our NEOs and certain measures of Company performance. The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our other Named Executive Officers are referred to as our “Non-PEO NEOs”. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Philosophy and Objectives”.

  25. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income (Loss) (in thousands) | | 2023 | $1,586,412 | $1,061,255 | $979,314 | $714,214 | $39.90 | $(55,024) | | 2022 | $2,350,885 | $1,634,024 | $1,395,112 | $983,327 | $86.64 | $(60,828) |

  26. Pay Versus Performance

    | (1) The PEO and other NEOs for the indicated years were as follows: |

  27. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Diane R. Garrett, Ph.D. | Stanton K. Rideout | | 2022 | Diane R. Garrett, Ph.D. | Stanton K. Rideout |

  28. Pay Versus Performance

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  29. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

  30. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO

    | Year | 2023 | 2022 | | Summary Compensation Table Total | $1,586,412 | $2,350,885 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(500,900) | $(1,200,000) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $245,000 | $446,517 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(204,105) | $(17,263) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(65,152) | $53,886 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $1,061,255 | $1,634,024 |

  31. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

  32. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    | Year | 2023 | 2022 | | Summary Compensation Table Total | $979,314 | $1,395,112 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | $(250,450) | $(637,500) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $122,500 | $237,210 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(102,934) | $(7,541) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(34,216) | $(3,954) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $714,214 | $983,327 |

  33. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.