DEF 14A of Iradimed Corp
Filed Apr 29, 2024 · FY20230001558370-24-006105
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE DIRECTOR-NOMINEES.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS Our current directors, and our director nominees who have been nominated for election as directors at the Annual Meeting, the positions held by them and their ages as of April 22, 2024 are as follows:
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| Nominee's or Director's Name | Age | Position(s) within the Company | | Roger Susi | 70 | Chairman of the Board, President and Chief Executive Officer, Director, director nominee, and Chairman of the Board nominee | | Monty Allen | 71 | Director and director nominee | | Anthony Vuoto | 73 | Director and director nominee | | Hilda Scharen-Guivel | 53 | Director and director nominee | | James Hawkins | 68 | Director and director nominee |
Information Concerning Directors and Nominees
Information Concerning Directors and Nominees Roger Susi. Nominee. Mr. Susi is the founder of our Company and has served as a member of our Board since inception. Mr. Susi served as our President and Chief Executive Officer from inception until August 2019, when he took the role of Chief Technology Officer. In May 2020, Mr. Susi resumed his duties as the Company’s President and Chief Executive Officer. He has over 40 years of management experience in the medical device industry, including as a founder, Chairman and Chief Executive Officer of Invivo Research Inc., a medical device company and the predecessor to Invivo Corporation, which established MRI-safe patient monitoring. Mr. Susi served as a director of Invivo Corporation from 1998 through 2000 and as President of Invivo Research Inc., from 1979 through 1998. Mr. Susi is a biomedical engineer and received a B.S. in Biomedical Engineering from Case Western Reserve University in 1977. Mr. Susi’s extensive experience in the medical device industry and intimate knowledge of our Company as the founder, he is qualified to serve as Chairman of our Board. Monty Allen. Nominee. Mr. Allen has served as a member of our Board since January 2014. From 2011 to present, Mr. Allen has served several businesses as a finance consultant. Mr. Allen has more than 40 years of accounting and finance experience including service as the Chief Financial Officer of three publicly held companies in biotech, medical and optical technologies. Mr. Allen is a licensed CPA in Florida. Mr. Allen received a B.S. in Accounting, Finance, and Multinational Business from Florida State University and an M.B.A. in General Management from Harvard University. We believe that Mr. Allen’s experience and expertise in the fields of accounting and finance qualify him to serve on our Board. Anthony Vuoto. Nominee. Mr. Vuoto was appointed to our Board in March 2016. From 2009 to February 2016, Mr. Vuoto was General Manager of Retail Payment Solutions at U.S. Bank. Throughout his career, Mr. Vuoto has held senior leadership positions in several financial institutions and has focused on operations, treasury, investor relations, business development, financial planning, and reporting. Mr. Vuoto received an A.B. in Economics from Princeton University and an M.B.A. in Finance from the Wharton Graduate School of Business. We believe that Mr. Vuoto’s experience and expertise in the fields of strategy and organizational development qualifies him to serve on our Board. Hilda Scharen-Guivel. Nominee. Ms. Scharen-Guivel has served on our Board of Directors since October 2022. Ms. Scharen-Guivel formerly served as Program Director of the Food and Drug Administration Center of Devices and Radiological Health, where she led and implemented the new Medical Device Development Tools program. Her career spans over 25 years within multiple federal agencies, including the U.S. Food and Drug Administration, the Department of Health and Human Services, and the National Institutes of Health. She served on active duty as a Captain of the United States Public Health Service for 27 years. Ms. Scharen-Guivel received a Bachelor of Science in Biomedical Engineering and a Master’s Degree in Engineering from the Catholic University of America. We believe that Ms. Scharen-Guivel’s experience in medical device regulation at the U.S. Food and Drug Administration and other experiences in health services and biomedical engineering qualifies her to serve on our Board. James Hawkins. Nominee. Mr. Hawkins previously served on our Board from 2013 to 2016 and was re-elected to serve on our Board in 2019. From 2004 to 2018, Mr. Hawkins was the President and Chief Executive Officer of Natus Medical, Inc., a leading manufacturer of medical devices and software and a service provider for the newborn care, neurology, sleep, hearing and balance markets. Currently, he serves as a director of OSI Systems, Inc. Prior to Natus, Mr. Hawkins was President, Chief Executive Officer, and a Director of Invivo Corporation, a provider of MRI-safe patient monitoring and the Chief Financial Officer of Sensor Control Corporation. Mr. Hawkins earned his undergraduate degree in Business Commerce from Santa Clara University and holds an M.B.A. from San Francisco State University. In addition to his direct management experience in the medical device area, Mr. Hawkins has extensive investor contacts and experience with the public markets, which we believe qualifies him to serve on our Board.
Information Concerning Executive Officers Who are Not Directors
Information Concerning Executive Officers Who are Not Directors John Glenn. Mr. Glenn, age 62, has served as our Chief Financial Officer since 2022. Mr. Glenn is a Financial Executive with over 30 years of experience directing public and private companies' corporate finance activities and an established record in significantly growing enterprise value. Before his appointment at Iradimed, Mr. Glenn served as Chief Financial Officer at Esko Bionics from 2018 to 2022. His prior experience also includes serving as Chief Financial Officer at several other companies, including, Sonendo, Armetheon, Solta Medical, Cholestech, and Invivo Corporation. Mr. Glenn received his MBA in Finance from Santa Clara University and his B.S. in Business Administration from the University of Nevada. Randy Waddell. Mr. Waddell, age 46, served as our Vice President of Worldwide Sales and Marketing since 2021 where he leads our sales, marketing, and clinical efforts to meet and exceed our corporate revenue goals. Since joining the Iradimed team in 2012, he has a proven track record of high achievement at each level he has held, including the positions of Sales Manager, Area Sales Director, Director of US Sales, and most recently Vice President of Worldwide Sales and Marketing. Mr. Waddell is a highly experienced sales leader, with a strong emphasis on developing a talented and growth-centered sales organization. He has a keen ability to design and implement strategic business plans that enable his teams to adapt to changes in the market and execute aggressive growth goals. Prior to moving into the medical device industry, Mr. Waddell spent 11 years in the office products business. Mr. Waddell earned his B.A. in Business Administration, with an emphasis in Management and Marketing from Concordia University in Irvine, California.
The Board and Board Committees
| ● | reviewing and, if deemed appropriate, recommending to our Board policies, practices, and procedures relating to the compensation of our directors, officers, and other managerial employees and the establishment and administration of our employee benefit plans; |
Roles of Compensation Consultants in Determining Executive Compensation
Roles of Compensation Consultants in Determining Executive Compensation The Compensation Committee has the authority to engage its own compensation consultants and other independent advisors to assist in designing and administering our executive compensation programs. The Compensation Committee generally does not, and in 2023 did not, directly engage a third-party executive compensation consultant.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining, and motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable, and appropriate for our business needs and circumstances. The Company is a “smaller reporting company,” as defined in Item 10 of Regulation S-K under the Exchange Act, and has elected to provide executive compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under the rules of the SEC. Under such scaled disclosures, we are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report, and certain tabular and narrative disclosures relating to executive compensation.
Individual Compensation Elements
Individual Compensation Elements During 2023, the principal elements of our executive compensation program were as follows: Base Salaries. We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time after taking into account individual responsibilities, performance and experience. For 2023, Mr. Susi earned an annual base salary of $289,931 through January 29, 2023, which was increased to $310,000 commencing January 30, 2023. For 2023, Mr. Glenn earned an annual base salary of $340,000 through January 29, 2023, which was increased to $352,000 commencing January 30, 2023. For 2023, Mr. Waddell earned an annual base salary of $255,000 through January 29, 2023, which was increased to $270,000 commencing January 30, 2023. Annual Cash Incentive Bonuses. We pay cash bonuses to reward our executives for their performance over the fiscal year, based on an analysis by our Board or our Compensation Committee of our company performance and each executives’ performance during the year. During 2023, Mr. Susi’s annual bonus target was equal to 100% of his annual base salary, Mr. Glenn’s annual bonus target was equal to 50% of his annual base salary, Mr. Waddell’ annual bonus target was equal to 50% of his annual base salary. In the first quarter of 2023, our Board adopted corporate performance goals for the 2023 bonus program for our executives based on a combination of individual performance, set at 20 percent of total achievable bonus, and corporate performance set at 80 percentage of total achievable bonus. Revenue and operating metrics, based on our board approved annual operating forecast, are utilized to calculate achievement of corporate performance. At the end of fiscal 2023, our Compensation Committee determined that the total attainment rate for performance under the 2023 annual cash incentive bonus was 105%. For 2023, Mr. Susi received a $325,460 bonus, Mr. Glenn received a $184,778 bonus, and Mr. Waddell received a $141,733 bonus. The bonus amounts for Mr. Susi, Mr. Glenn, and Mr. Waddell were determined based on the base salary earned by each executive officer multiplied by their bonus target percentage and the 105% achievement level. Long-Term Equity Incentives. We believe equity awards are a critical element of our executive compensation programs as they provide an incentive for our executives to focus on driving growth in our stock price and long-term stockholder value creation and help us to attract and retain key talent in a competitive market. In fiscal 2023, these equity awards consisted of time-based restricted stock units (RSU)s and performance-based stock units (PSUs). We believe that RSUs offer predictable value delivery and promote retention of our executive officers while aligning their interests with the long-term interests of our stockholders in a manner consistent with competitive market practices. We believe that the fiscal 2023 PSUs directly link a significant portion of our executive officers’ target total direct compensation to our stock price performance. Together, RSUs and PSUs are important tools to motivate and retain our highly valuable executive officers, since the value of the awards is delivered to our executive officers over multi-year periods, subject to their continued service. We may modify our equity award program from one fiscal year to the next, including performance targets, for our executive officers, including our NEOs, to continue to maintain a strong alignment of their interests with the interests of our stockholders. In the fourth quarter of 2023, the Compensation Committee granted RSUs and PSUs to each Messrs. Glenn and Waddell. The RSUs granted to our named executive officers in fiscal 2023 will vest 100 percent on the third anniversary of the grant date. Payout of the PSUs for the performance measurement period ending December 7, 2026, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index.
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation earned by our named executive officers, who are comprised of our principal executive officer and our next two most highly compensated executive officers for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and | | | | Nonequity | | | | Principal | | | Stock | Incentive Plan | All Other | | | Position | Year | Salary | Awards(2) | Contribution(3) | Compensation(9) | Total | | | | ($) | ($) | ($) | ($) | ($) | | Roger Susi | 2023 | 307,694(1) | — | 325,460 | 9,412 | 642,566 | | President and Chief Executive Officer | 2022 | 289,931 | — | 296,109 | — | 586,040 | | John Glenn(4) | 2023 | 337,077(1) | 725,611(6) | 184,778 | 19,858 | 1,267,324 | | Chief Financial Officer | 2022 | 170,000 | 1,447,961(5) | 86,811 | 4,185 | 1,708,957 | | Randy Waddell | 2023 | 262,038(1) | 151,126(8) | 141,733 | 42,380 | 597,277 | | VP of Worldwide Sales and Marketing | 2022 | 247,558 | 145,393(7) | 130,217 | 36,854 | 560,022 |
Summary Compensation Table
| (1) The amounts reported reflect mid-year salary increases as further described in the narrative above. |
Summary Compensation Table
| (2) The amounts reflect the aggregate grant date fair value of Restricted Stock Units (“RSUs”) granted to our NEOs in fiscal 2023 and 2022 and Performance-Based Restricted Stock Units (“PSUs”) granted to our NEOs in fiscal 2023 and 2022, computed in accordance with ASC Topic 718, excluding estimated forfeitures. The grant date fair value of our RSUs is based on the closing price of our common stock on the date of grant. Our PSUs are based on a market-related goal (total shareholder return) and the grant date fair value of our PSUs is determined using a Monte Carlo simulation model. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not necessarily correspond to the actual value recognized by our NEOs. |
Summary Compensation Table
| (3) The amounts reflect the actual payments made under our annual cash bonus plan for fiscal 2023 and 2022. |
Summary Compensation Table
| (4) On June 20, 2022, Mr. Glenn was hired as Chief Financial Officer. |
Summary Compensation Table
| (5) This amount represents three separate stock awards. The first award consists of 23,183 Restricted Stock Units (“RSUs”), granted pursuant to Mr. Glenn’s appointment as the Company’s Chief Financial Officer, with a grant date |
Summary Compensation Table
| fair value of $749,970. This award vests annually over four years. The second award consists of 10,504 RSUs with a grant date fair value of $299,994 and will vest 100 percent on the third anniversary of the grant date. The third award of this stock award consists of 10,504 Performance-Based Restricted Stock Units (“PSUs”) with a grant date fair value of $397,997. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. |
Summary Compensation Table
| (6) This amount represents two separate stock awards for Mr. Glenn. The first award consists of 7,180 RSUs with a grant date fair value of $299,980 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 7,180 PSUs with a grant date fair value of $425,631. Payout of the PSUs for the performance measurement period ending December 7, 2026, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. |
Summary Compensation Table
| (7) This amount represents two separate stock awards for Mr. Waddell. The first award consists of 2,188 RSUs with a grant date fair value of $62,490 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 2,188 PSUs with a grant date fair value of $82,903. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. |
Summary Compensation Table
| (8) This amount represents two separate stock awards for Mr. Waddell. The first award consists of 1,496 RSUs with a grant date fair value of $62,503 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 1,495 PSUs with a grant date fair value of $88,624. Payout of the PSUs for the performance measurement period ending December 7, 2026, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. |
Summary Compensation Table
| (9) The amounts reflect our matching contributions to the executive officers’ contributions to their respective 401(k) retirement plan accounts and unused paid time off paid out during the applicable fiscal year. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning the outstanding equity awards for each named executive officer and director as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | RSU | | PSU | | | | | | Equity | Equity | | | | | Incentive | Incentive | | | | Market or | Plan Awards: | Plan Awards: | | | | Payout | Number of | Market or | | | Number of | Value of | Unearned | Payout Value of | | | Shares, | Shares, | Shares, | Unearned | | | Units or | Units or | Units or | Shares, Units or | | | Other Rights | Other Rights | Other Rights | Other Rights | | | That Have | That Have | That Have | That Have | | | Not Vested | Not Vested | Not Vested | Not Vested | | Name | (#) | ($)(1) | (#) | ($)(1) | | Roger Susi | — | — | — | — | | John Glenn | 7,180(5) | $340,835 | 5,744(2) | $272,668 | | | 10,504(6) | 498,625 | 21,008(3) | 997,250 | | | 17,388(8) | 825,408 | — | — | | Randy Waddell | 1,496(5) | 71,015 | 1,196(2) | 56,774 | | | 2,188(6) | 103,864 | 4,376(3) | 207,729 | | | 1,295(7) | 61,474 | 2,588(4) | 122,852 | | | 1,855(9) | 88,057 | — | — | | | 713(10) | 33,846 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Market value is calculated based on the closing price of our common stock on The NASDAQ Global Select Market on December 29, 2023 (the last trading day of our fiscal year), which was $47.47. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These awards represent the next highest level, 80% of where the awards are tracking as of March 31, 2024, number of performance-based restricted stock units granted on December 7, 2023, that vest over a three-year performance period from the award date based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. Based on the level of achievement of the performance criteria at the end of the respective three-year period, the number of shares earned can range from 0 percent to 200 percent. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These awards represent the maximum number of performance-based restricted stock units granted on December 7, 2022, that vest over a three-year performance period from the award date based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. Based on the level of achievement of the performance criteria at the end of the respective three-year period, the number of shares earned can range from 0 percent to 200 percent. |
Outstanding Equity Awards at Fiscal Year-End
| (4) These awards represent the maximum number of performance-based restricted stock units granted on December 7, 2021, that vest over a three-year performance period from the award date based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index. Based on the level of achievement of the |
Outstanding Equity Awards at Fiscal Year-End
| performance criteria at the end of the respective three-year period, the number of shares earned can range from 0 percent to 200 percent. |
Outstanding Equity Awards at Fiscal Year-End
| (5) These awards represent restricted stock units granted on December 7, 2023, that vest 100% on December 7, 2026, the third anniversary of the award date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These awards represent restricted stock units granted on December 7, 2022, that vest 100% on December 7, 2025, the third anniversary of the award date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) These awards represent restricted stock units granted on December 7, 2021, that vest 100% on December 7, 2024, the third anniversary of the award date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These awards represent restricted stock units granted on June 20, 2022, that vest annually in equal installments on June 20, 2023, 2024, 2025 and 2026, the first, second, third and fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) These awards represent restricted stock units granted on July 19, 2021, that vest annually in equal installments on July 19, 2022, 2023, 2024 and 2025, the first, second, third and fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (10) These awards represent restricted stock units granted on December 7, 2020, that vest annually in equal installments on December 7, 2021, 2022, 2023 and 2024, the first, second, third and fourth anniversary of the grant date. |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | Value of initial | | | | | | | Average | initial fixed | | | | | | Average | compensation | $100 investment | | | | Summary | | summary | actually | based on: | | | | compensation | Compensation | compensation | paid to | Total | | | | table for | actually paid | table total for | non-PEO | shareholder | Net | | Year | first PEO(5) | to first PEO (3) (7) | non PEO NEOs(6) | NEOs (4) (7) | return(1) | income(2) | | 2023 | $642,566 | $642,566 | $932,301 | $1,065,517 | $221.60 | $17,192,776 | | 2022 | 586,040 | 586,040 | 666,728 | (922,584) | 126.59 | 12,828,487 | | 2021 | 615,271 | 615,271 | 459,094 | 653,649 | 202.68 | 9,325,471 |
Pay Versus Performance
| (1) Total Shareholder Return for each fiscal year is based on a $100 common equity investment at the close of December 31, 2020 measuring through and including the end of the applicable year. |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year. |
Pay Versus Performance
| (3) The dollar amounts reported in this column are the amounts of total compensation reported for our principal executive officer (PEO) serving during the applicable year. |
Pay Versus Performance
| (4) The dollar amounts reported in this column represent the average amounts reported for the Company’s non-PEO named executive officers (NEO’s) as a group in each applicable year. |
Pay Versus Performance
| (5) This column represents the amount of total compensation reported for Mr. Susi for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in the Company’s proxy statement for the applicable fiscal year. There are no additional PEOs to report. |
Pay Versus Performance
| (6) This column represents the average of the amounts reported for the Company’s named executive officers as determined in accordance with Item 402(m)(2) as a group, excluding Mr. Susi (NEOs), as reported in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s proxy statement for the applicable fiscal year. The names of each of the NEOs, excluding Mr. Susi, included for purposes of calculating the average amounts in each applicable fiscal year are set forth in footnote 7(4) below. |
Pay Versus Performance
| (7) The following adjustments were made to the “Total” and the aggregate grant date fair value of equity award amounts reported for the PEO and such average amounts reported for the Non-PEO NEOs as a group to arrive at compensation actually paid for the PEO and average amount of compensation actually paid non-PEO NEOs as a group in 2023: |
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
| | 2023 | | | | PEO | Average NEOs(4) | | Summary Compensation Table Total | $642,566 | $932,301 | | - Stock and Option Awards(1) | - | 438,369 | | - Fair Value at Prior Year End for Forfeited Awards(2) | - | - | | + Year End Fair Value of Equity Awards Granted in the Applicable Year(3) | - | 411,826 | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End(3) | - | 354,457 | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(3) | - | (201,109) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not otherwise Reflected in Fair Value or Total Compensation(3) | - | 6,412 | | Compensation Actually Paid | 642,566 | 1,065,517 |
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
| (1) Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards columns in the Summary Compensation Table for 2023 for the PEO. This amount represents the average amount reported in the Stock Awards column in the Summary Compensation Table for 2023 for the non-PEO NEOs as a group. |
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
| (2) Represents the sum of the fair value of all equity awards forfeited during the covered fiscal year, measured at the end of the prior fiscal year. |
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
| (3) Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or for awards that vested in the covered fiscal year, as of the vesting date). For purposes of the Non-PEO NEOs, such amounts are reported as averages of the Non-PEO NEOs as a group. The valuation methodology used to calculate the fair values are consistent with those used at the time of grant. |
Reconciliation of Summary Compensation Totals and Compensation Actually Paid
| (4) Our non-PEO NEOs include the following individuals for each year: for 2023, Messrs. Glenn, and Waddell, and for 2022, Messrs. Glenn, Scott, Kachelmeyer, Neuhardt, and Waddell. |
Description of the Information Presented in the Pay versus Performance Table
Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the narrative disclosure of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the narrative disclosure of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative Company TSR The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $642,556, $586,040 and $615,271 for 2023, 2022 and 2021, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Susi), as computed in accordance with Item 402(v) of Regulation S-K, was $612,633, ($766,971) and $650,874 for 2023, 2022 and 2021, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $221.6, $126,59 and $202.68 for 2020-2023, 2020-2022 and 2020-2021, respectively. Please see Note 1 above for additional information related to the computation of Company TSR. Compensation Actually Paid and Company Net Income The compensation actually paid to our PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $642,556, $586,040 and $615,271 for 2023, 2022 and 2021, respectively. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Susi), as computed in accordance with Item 402(v) of Regulation S-K, was $612,633, ($766,971) and $650,874 for 2023, 2022 and 2021, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was $17,192,776, $12,828,487 and $9,325,471 for 2023, 2022 and 2021, respectively.
Director Compensation
Director Compensation We compensate non-employee members of the Board. Directors who are also employees do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. Our non-employee directors receive annual cash retainers for service on our Board and committees of our Board as set forth in the table below.
Director Compensation
| Position | Amount | | Base Board Fee | $50,000 | | Chair of Audit Committee | $15,000 | | Chair of Compensation Committee | $10,000 | | Member of Audit Committee | $7,500 | | Member of Compensation Committee | $5,000 |
Director Compensation
Non-employee director fees are paid in arrears in four equal quarterly installments. The non-employee members of our Board are reimbursed for travel, lodging, and other reasonable expenses incurred in attending Board or committee meetings. Beginning April 1, 2022, the annual Base Board Fee increased from $35,000 to $50,000. There were no changes for 2023. Non-employee directors receive an annual RSU award of $100,000 with a two-year vesting period. The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by the non-employee members of our Board for the fiscal year ended December 31, 2023. Mr. Susi did not receive compensation for his service as a director in fiscal 2023. Mr. Susi’s compensation for his services as an employee is discussed under the executive compensation narrative and tables above.
Director Compensation
| | Fees Earned or | Stock | | | Name | Paid in Cash ($) | Awards ($)(1) | Total ($) | | Monty Allen | 70,000 | 99,980(2) | 169,980 | | James Hawkins | 59,375 | 99,980(3) | 159,355 | | Hilda Scharen-Guivel | 53,125 | 99,980(4) | 153,105 | | Anthony Vuoto | 67,500 | 99,980(5) | 167,480 |
Director Compensation
| (1) This amount reflects the aggregate grant date fair value of restricted stock units granted to our non-employee directors in fiscal 2023 computed in accordance with ASC Topic 718, excluding estimated forfeitures. |
Director Compensation
| (2) Mr. Allen had an aggregate number of 4,144 stock awards outstanding as of December 31, 2023. |
Director Compensation
| (3) Mr. Hawkins had an aggregate number of 4,144 stock awards outstanding as of December 31, 2023. |
Director Compensation
| (4) Ms. Scharen-Guivel had an aggregate number of 5,927 stock awards outstanding as of December 31, 2023. |
Director Compensation
| (5) Mr. Vuoto had an aggregate number of 4,144 stock awards outstanding as of December 31, 2023. |