DEF 14A of Audioeye Inc
Filed Apr 10, 2025 · FY20240001558370-25-004670
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
ELECTION OF DIRECTORS (PROPOSAL NO. 1) Proposal No. 1 is a proposal to elect four persons to serve as directors on our Board of Directors. All of the Board’s director nominees have consented to be named in this Proxy Statement and to serve as a director, if elected. The Board currently consists of five directors. It is proposed that, at the Annual Meeting, the stockholders elect a Board of four directors to serve for a term until the next Annual Meeting of Stockholders and until his or her successor is elected and qualified, or his or her earlier resignation or removal. Following discussions with the fifth director, Dr. Carr Bettis, the Board of Directors did not nominate Dr. Bettis to stand for re-election at the Annual Meeting. The Board of Directors thanks Dr. Bettis for his years of service and dedication to the Board and his many contributions to the Company. The Board has resolved that, effective at the Annual Meeting, the number of directors of the Company will be reduced to four. Proxies cannot be voted for a greater number of persons than four, which is the number of nominees named in this Proxy Statement. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, has nominated Katherine Fleming, James Hawkins, David Moradi and Jamil Tahir for re-election as directors at the 2025 Annual Meeting. If, prior to the Annual Meeting, any of the nominees should be unavailable to serve for any reason, the Board may (i) designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), (ii) allow the vacancy(ies) to remain open until a suitable candidate or candidates are located, or (iii) by resolution provide for a lesser number of directors. The Board has no reason to believe that any of its nominees will be unable to serve. Directors are elected by a plurality of the votes cast by holders of our shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on Proposal 1, provided a quorum is present. Stockholders do not have the right to cumulate their votes in the election of directors or with respect to any other proposal or matter. Assuming a quorum is present, the four validly nominated individuals receiving the highest number of votes cast at the Annual Meeting will be elected directors. All of the director nominees were elected at our 2024 Annual Meeting of Stockholders, other than Mr. Hawkins. Mr. Hawkins was identified by Mr. Tahir and after an evaluation and recommendation by the Nominating and Corporate Governance Committee, Mr. Hawkins was elected as a director by the Board on March 3, 2025. Messrs. Moradi and Tahir were initially appointed by the Board in November 2019 following the exercise of director designation rights by Sero Capital LLC, a significant stockholder of the Company (“Sero Capital”), pursuant to the terms of a Letter Agreement dated as of August 14, 2019 between the Company and Sero Capital (the “Letter Agreement”). Mr. Moradi is the Chief Executive Officer and beneficial owner of Sero Capital. In the Letter Agreement, the Company agreed that, upon the request of Sero Capital and subject to the terms and conditions provided therein, the Company would take all action necessary to cause two individuals designated by Sero Capital to be appointed to the Board. The number of designees will be reduced to one at such time as Sero Capital and its affiliates collectively own less than 30% of the Company’s voting power. At such time as such ownership falls below 5%, Sero Capital will cease to have the right to designate any directors. Although Sero Capital did not designate any directors for election at the 2025 Annual Meeting, the Board is nominating Messrs. Moradi and Tahir for reelection.
Nominees for Director
Nominees for Director Summarized below is certain information concerning the persons who are nominated by the Board for election to the Board, including a brief account of the education and business experience during at least the past five years. There are no family relationships between any director, executive officer, or person nominated to become a director. The Board unanimously recommends that stockholders vote FOR each of the four director nominees named below to constitute the Board. If not otherwise specified, proxies will be voted “FOR” each of the four nominees for director. Dr. Katherine E. Fleming. Dr. Fleming, age 59, has served as a director since March 2023. She has over fifteen years’ experience in arts and education leadership. Currently the CEO and President of the J. Paul Getty Trust, she served as Provost of New York University from 2016-2022. At Getty she oversees the Trust’s endowment, the activities of its programs, and its strategic priorities. At NYU, she was responsible for allocating financial resources and had oversight of all Deans and Directors. From 2012- 2016 she served as President of the Board of the University of Piraeus, Greece, and from 2007-2011 she directed the Institut Remarque at the Ecole Normale Superieure in Paris. Dr. Fleming was a member of the Board of Advent Technologies Holdings, Inc. (Nasdaq:ADN), a publicly traded company, until June 2022. A historian by training, Dr. Fleming earned a B.A. from Barnard College of Columbia University, an M.A. from the University of Chicago and a Ph.D. from the University of California, Berkeley. She is an elected member of the American Academy of Arts and Sciences, a Chevalier in the French Legion of Honor, and holds the Silver Cross in the Greek Order of Beneficence. We believe that Dr. Fleming’s extensive financial and scholastic experience qualify her to serve as a director. James B. Hawkins. Mr. Hawkins, age 69, has served as a director since March 3, 2025. 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. and Iradimed Corporation. 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 holds a bachelor’s degree from Santa Clara University and an MBA in finance from San Francisco State University. We believe Mr. Hawkins’ extensive business and financial experience qualify him to serve as a director. David Moradi. Mr. Moradi, age 49, has served as Chief Executive Officer (“CEO”) since January 2022, served as Interim Chief Executive Officer and Chief Strategy Officer from August 2020 to January 2022, and has served as a director since November 2019. Mr. Moradi is an entrepreneur, investor, and advisor to numerous technology companies. In September 2018, Mr. Moradi founded and became Chief Executive Officer of Sero Capital LLC, a private investment firm that focuses on growth opportunities in the technology sector. Sero Capital LLC is a principal stockholder of the Company. He founded and was Chief Executive Officer of Anthion Management, a technology-focused investment fund. Prior to founding Anthion Management, Mr. Moradi was a portfolio manager at Pequot Capital Management and, prior to that, an analyst and portfolio manager for Soros Fund Management. Mr. Moradi started his career as a special situations analyst for Imperial Capital LLC. Mr. Moradi is also the founder and chairman of the David Moradi Foundation, a charitable foundation that supports education and veterans. He graduated with a B.A. in psychology from the University of California, Los Angeles. We believe that Mr. Moradi’s extensive executive, investment, financial and business experience qualify him to serve as a director. Jamil Tahir. Mr. Tahir, age 48, has served as a director since November 2019 and the lead independent director since July 2020. Mr. Tahir is the managing member of TurnMark Capital LLC, a private investment firm that he co-founded in 2008. Mr. Tahir has over 25 years of public stock and bond investing experience. Prior to founding TurnMark Capital, Mr. Tahir managed the research team for Cannell Capital LLC, an asset management company. Mr. Tahir began his career as an investment banking analyst in the Financial Entrepreneurs Group of Salomon Smith Barney, New York. He graduated from the University of California at Berkeley earning a B.S. in Business Administration and a B.A. in Economics. We believe that Mr. Tahir’s extensive experience investing in publicly traded companies and in asset management and investment banking qualify him to serve as a director.
Compensation Committee
| ● | making recommendations regarding non-employee director compensation to our Board of Directors. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 During 2024, our non-employee director compensation program consisted of the following:
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| ● | each non-employee director receives an annual equity award of 5,667 restricted stock units (“RSUs”); |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| ● | the Lead Independent Director receives an additional annual equity award of 2,833 RSUs; |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| ● | each non-employee director receives a quarterly equity award of 667 RSUs; |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| ● | each Chair of the Compensation Committee, Nominating and Corporate Governance Committee and Audit Committee receives an additional quarterly equity award of 200 RSUs; and |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| ● | the Lead Independent Director receives an additional quarterly equity award of 333 RSUs. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
The annual RSUs are granted on the date of the annual meeting of stockholders in each year and vest on the earlier of (a) one year following the date of grant or (b) immediately prior to the next annual meeting of stockholders following the date of grant, provided the director’s service has not terminated prior to such date. Any of these vested RSUs are settled on the earlier of (i) the 7th anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. The quarterly RSUs are granted in advance on the first day of each calendar quarter and vest on the grant date. These vested RSUs are settled on the earlier of (i) the 3rd anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. Directors who join the Board during the annual or a quarterly period receive a prorated number of RSUs. 2024 Compensation. The following table sets forth summary information concerning the compensation paid to our non-employee directors for the fiscal year ended December 31, 2024. Compensation paid to or earned by Dr. Carr Bettis and David Moradi, each of whom was a director and a named executive officer during the fiscal year ended December 31, 2024, is set forth in the Summary Compensation Table in the section below titled “Executive Compensation — Summary Compensation Table.”
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| | Fees Earned or | Stock Awards | Total | | Director Name | Paid in Cash ($) | ($)(1)(2) | ($) | | Anthony Coelho | — | 184,638(3) | 184,638 | | Dr. Katherine Fleming | — | 173,394(4) | 173,394 | | Jamil Tahir | — | 282,538(5) | 282,538 |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for stock granted during the reported fiscal year. For additional information regarding the assumptions we used to calculate the amounts in this column, please refer to Note 2 to our audited consolidated financial statements included in our 2024 Annual Report filed with the SEC on March 12, 2025. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| (2) On May 24, 2024, each of Mr. Coelho and Dr. Fleming was granted 5,667 RSUs as the annual equity grant to non-employee directors, and Mr. Tahir was granted 8,500 RSUs as the aggregate annual equity grant to non-employee directors and the annual equity grant to the Lead Independent Director. Each such award will vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of stockholders, provided the director’s service does not terminate prior to such date. The settlement date for any of these annual RSUs that become vested will be the first to occur of (x) the 7th anniversary of the grant date, (y) immediately prior to the closing of a |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| change in control, but in no case later than 90 days following the change in control, or (z) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| (3) During 2024, Mr. Coelho received quarterly equity awards aggregating 3,468 RSUs. These vested RSUs are settled on the earlier of (i) the 3rd anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. As of December 31, 2024, Mr. Coelho held the following stock awards that had been granted to him as compensation for services provided to us in his capacity as a director: (i) 82,920 RSUs that had vested but not yet settled and (iii) 5,667 unvested RSUs. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| (4) During 2024, Dr. Fleming received quarterly equity awards aggregating 2,668 RSUs. These vested RSUs are settled on the earlier of (i) the 3rd anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. As of December 31, 2024, Dr. Fleming held the following stock awards that had been granted to her as compensation for services provided to us in her capacity as a director: (i) 11,798 RSUs that had vested but not yet settled and (iii) 5,667 unvested RSUs. |
DIRECTOR COMPENSATION FOR FISCAL YEAR 2024
| (5) During 2024, Mr. Tahir received quarterly equity awards aggregating 5,600 RSUs. These vested RSUs are settled on the earlier of (i) the 3rd anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, or (iii) the calendar year following the year of death, with payment made no later than the end of the year following the year of death. As of December 31, 2024, Mr. Tahir held the following stock and awards that had been granted to him as compensation for services provided to us in his capacity as a director: (i) 102,972 RSUs that had vested but not yet settled and (ii) 8,500 unvested RSUs. |
Compensation Objectives and Philosophy
| ● | Promote a focus on equity value by tying executive compensation to the long-term enhancement of stockholder value; |
Compensation Objectives and Philosophy
Target total compensation consists of an appropriate balance of cash and equity and is divided into three core elements: base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Compensation Committee offers long-term equity incentive opportunities that encourage stock ownership. Generally, the amount of compensation realizable from prior compensation does not directly impact the level at which future pay opportunities are set. However, when granting equity awards, the Compensation Committee reviews and considers the number of outstanding and previously granted equity awards. In addition to promoting share ownership, our executive compensation objectives and philosophy focus on rewarding performance. This means that stockholder returns along with corporate and individual performance, both short-term and long-term, determine a significant portion of the executives’ pay opportunity.
Equity Incentive Plans
Equity Incentive Plans A key component of an executive officer’s compensation is equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating stockholder value. The AudioEye, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”), and the AudioEye, Inc. 2020 Equity Incentive Plan (the “2020 Equity Plan”) are designed to attract and retain exceptional leaders and enable them to behave like owners. We have granted RSUs and performance stock units, or PSUs, to our executive officers. An RSU is a right to receive the fair market value of a specified number of shares of our common stock, payable in cash, shares, or a combination of both, that vests at such times, in such installments and subject to such conditions as may be determined by the Compensation Committee. A PSU is a right to receive the fair market value of a specified number of shares of our common stock, payable in cash, shares, or a combination of both, that is earned if and to the extent certain performance goals established by the Compensation Committee are achieved and will vest at such times and in such installments as determined by the Compensation Committee. Until it vests, an RSU and a PSU is subject to restrictions and the possibility of forfeiture. Following the vesting of an RSU or a PSU, settlement of the award and payment to the participant will be made at such time as determined by the Compensation Committee. RSUs and PSUs will be subject to such terms and conditions, consistent with the other provisions of the 2019 Plan or 2020 Equity Plan, as applicable, as may be determined by the Compensation Committee. The Compensation Committee may provide for the payment of dividend equivalents on RSUs and other stock-based awards, but any such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the underlying units or other share equivalents to which such dividend equivalents relate. The Compensation Committee has also granted performance shares to Mr. Moradi, as described below.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The table below summarizes the compensation paid to or earned by our named executive officers for the fiscal years ended December 31, 2024 and December 31, 2023.
Summary Compensation Table for Fiscal Year 2024
| | | | | Stock | All Other | | | | | Salary | Bonus | Awards(1) | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | | David Moradi | 2024 | 400,000 | — | — | — | 400,000 | | Chief Executive Officer and Director | 2023 | 1 | — | — | — | 1 | | Kelly Georgevich | 2024 | 350,000 | 85,000 | 964,428(2) | — | 1,399,428 | | Chief Financial Officer | 2023 | 334,115 | 62,753 | 85,817(3) | — | 482,685 | | Dr. Carr Bettis | 2024 | 39,944 | — | 166,219(4) | — | 206,163 | | Executive Chairman | 2023 | 36,000 | — | 64,484(5) | — | 100,484 |
Summary Compensation Table for Fiscal Year 2024
| (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (“ASC 718”) for stock awards granted during the reported fiscal years, plus the incremental fair value of any modified or canceled award, computed as of the modification or cancellation date in accordance with ASC 718. For additional information regarding the assumptions we used to calculate the amounts in these columns, please refer to Note 2 to our audited consolidated financial statements included in our 2024 Annual Report filed with the SEC on March 12, 2025. The grant date fair value of PSUs for which performance goals were established was based on the assumption that the maximum performance is achieved. |
Summary Compensation Table for Fiscal Year 2024
| (2) On June 11, 2024, Ms. Georgevich received an award of 19,235 RSUs which vest in full on June 21, 2025, subject to her continued employment. On December 18, 2024, Ms. Georgevich received an award of 10,000 RSUs that are scheduled to vest over a three-year period on each of January 1, 2026, January 1, 2027, and January 1, 2028, subject to continued employment on each of those vesting dates. The aggregate grant date fair value of both of those RSU |
Summary Compensation Table for Fiscal Year 2024
| awards is included in the amount shown for 2024. On June 21, 2021, Ms. Georgevich received an award of 28,852 PSUs scheduled to vest over the three years following the grant based upon performance goals to be established by the Compensation Committee. On August 3, 2022, Ms. Georgevich received an additional award of 20,000 PSUs scheduled to vest over three years based upon performance goals to be established by the Compensation Committee for calendar years 2023 through 2025. The aggregate grant date fair value of 4,506 PSUs from the 2021 grant and 13,333 PSUs from the 2022 grant, which were amended in 2024 to vest based on time, is included in the amount shown for 2024. |
Summary Compensation Table for Fiscal Year 2024
| (3) On June 21, 2021, Ms. Georgevich received an award of 28,852 PSUs scheduled to vest over the three years following the grant based upon performance goals to be established by the Compensation Committee. On August 3, 2022, Ms. Georgevich received an additional award of 20,000 PSUs scheduled to vest over three years based upon performance goals to be established by the Compensation Committee for calendar years 2023 through 2025. The aggregate grant date fair value of 9,617 PSUs from the 2021 grant and 6,667 PSUs from the 2022 grant that were determined to have been earned with respect to 2023 performance are included in the amount shown for 2023. |
Summary Compensation Table for Fiscal Year 2024
| (4) Includes monthly awards of 772 fully vested shares of common stock of the Company. |
Summary Compensation Table for Fiscal Year 2024
| (5) Includes monthly awards of fully vested shares of common stock of the Company as follows: (i) a prorated portion of $139,000 in annual equity grant through March 31, 2023; and (ii) a monthly award of 772 shares for the remainder of 2023. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth certain information as of December 31, 2024 concerning outstanding equity awards, including both awards subject to market-based and performance conditions and time-based awards, held as of such date by our named executive officers:
Outstanding Equity Awards at 2024 Fiscal Year End
| | Stock Awards | | | | | | Number of | Market value | Equity Incentive Plan | Equity Incentive Plan | | | shares or | of shares or | Awards: Number of | Awards: Market or payout | | | units of | units of stock that | unearned shares, units | value of unearned shares, | | | stock that have | have not | or other rights that | units or other rights | | Name | not vested (#) | vested ($)(1) | have not vested (#)(2) | that have not vested ($)(1) | | David Moradi | 176,588(3) | 2,685,903 | 150,000(4) | 2,281,500 | | Kelly Georgevich | 42,567(5) | 647,444 | — | — | | Dr. Carr Bettis | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year End
| (1) The market value of unvested stock awards is calculated using a value of $15.21 per share, which was the closing price of our common stock on the Nasdaq Capital Market on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) Reflects PSAs that are subject to achievement of performance goals that had not been earned as of December 31, 2024. The number of PSAs shown assumes maximum performance is achieved. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) On May 20, 2022, Mr. Moradi received an award of 400,000 RSUs of which 111,706 RSUs vested on each January 20, 2023 and 2024. The amount shown includes 111,706 RSUs that vested on January 20, 2025, and 64,882 RSUs that are scheduled to vest on August 20, 2025, subject to his continued employment. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) On August 20, 2020, the Compensation Committee granted Mr. Moradi 260,000 PSAs, for which vesting terms and performance conditions are described above in connection with Mr. Moradi’s employment agreement. As of December 31, 2024, 150,000 of these PSAs remained unearned and are included in this table. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) On June 11, 2024, Ms. Georgevich received an award of 19,235 RSUs which vest in full on June 21, 2025, subject to continued employment. On December 18, 2024, Ms. Georgevich received an award of 10,000 RSUs that are scheduled to vest over a three-year period on each January 1, 2026, January 1, 2027, and January 1, 2028, subject to continued employment on each of those vesting dates. On August 3, 2022, Ms. Georgevich received an award of 20,000 RSUs, of which the remaining 6,666 unvested RSUs are scheduled to vest on June 21, 2025, subject to continued employment. On August 3, 2022, Ms. Georgevich received an award of 20,000 PSUs that were scheduled to vest over three years based upon performance goals to be established by the Compensation Committee for calendar years 2023 through 2025. In 2024, the 2022 PSU grant was amended such that 6,666 PSUs are scheduled to vest on December 31, 2025, subject to continued employment. |
Additional Potential Payments for Accelerated Equity Awards
Additional Potential Payments for Accelerated Equity Awards The 2019 Plan provides for accelerated vesting of time-based equity awards and the 2020 Equity Plan provides for vesting of time-based equity awards or performance-based equity awards based on both (1) the occurrence of a change in control and (2) an accompanying involuntary termination of service without cause or a termination for good reason, within 12 months after the change in control (other than in the event awards are not continued, assumed, or replaced in connection with a corporate transaction, in which case they will accelerate upon the change in control, or in the event the award agreement provides otherwise). For a change in control not involving a corporate transaction, both the 2019 Plan and the 2020 Equity Plan provide Compensation Committee with discretion to accelerate vesting of outstanding equity awards. Pursuant to the terms of the PSU award agreements, in the event of either type of change of control, the number of units that will accelerate will be based on actual performance through the date of the change in control or termination of employment, as applicable. As described above, the Moradi Employment Agreement provides that any unvested RSUs held by Mr. Moradi will become fully vested if his employment is terminated by the Company without cause or due to his death, or if there is a change in control of the Company that involves a corporate transaction at any time before the RSUs are fully vested. In addition, the terms of the PSAs granted to Mr. Moradi in August 2020 provide that any unvested PSAs under that award will become fully vested if, on or prior to the specified expiration date, Mr. Moradi’s employment is terminated by the Company without cause. If any such accelerated vesting had occurred on December 31, 2024, then each of our NEOs serving on such date would have had RSUs, PSUs and PSAs accelerate having the values set forth in the table below, assuming that any performance goals related to the period ended December 31, 2024 were deemed to have been satisfied as the target level of performance. No other equity awards held by our NEOs as of such date would have had any value upon acceleration. The value of the accelerated equity awards set forth in the table is based on the $15.21 closing price of our stock on December 31, 2024.
Additional Potential Payments for Accelerated Equity Awards
| | Value of | | | Accelerated | | | Equity Awards | | Name | ($) | | David Moradi | 4,967,403 | | Kelly Georgevich | 647,444 |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information of our CEO (referred to as our “PEO” in this section) and of the average of our other NEOs (the “Non-PEO NEOs”) along with total shareholder return and net income (loss) performance results for 2024, 2023, and 2022:
Pay Versus Performance Table
| | | | Average | | Value of Initial | | | | | | Summary | Average | Fixed $100 | | | | Summary | | Compensation | Compensation | Investment | | | | Compensation | Compensation | Table Total for | Actually Paid to | Based on: Total | Net Income | | | Table Total | Actually Paid to | Non-PEO | Non-PEO | Shareholder | (Loss) | | | for PEO(1) | PEO(2) | NEOs(1) | NEOs(2) | Return(3) | ($ in | | Year | ($) | ($) | ($) | ($) | ($) | thousands) | | 2024 | 400,000 | 4,171,036 | 802,796 | 813,265 | 216.67 | (4,254) | | 2023 | 1 | 785,902 | 362,806 | 342,404 | 77.21 | (5,872) | | 2022 | 1,292,001 | 878,051 | 500,941 | 407,056 | 54.56 | (10,433) |
Pay Versus Performance Table
| (1) For 2022, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich and Mr. Varacalli. For 2023, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich, Dr. Bettis, and Mr. Varacalli, who served as Chief Operating Officer through August 2023. For 2024, the PEO was Mr. Moradi and the Non-PEO NEOs were Ms. Georgevich and Dr. Bettis. |
Pay Versus Performance Table
| (2) A reconciliation of Total Compensation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEO and our Non-PEO NEOs (as an average) for 2024 is shown below: |
Pay Versus Performance Table
| | 2024 | | | | | Average of | | | PEO | Non-PEO NEOs | | Adjustments | ($) | ($) | | Total Compensation from SCT | 400,000 | 802,796 | | Adjustments for stock and option awards: | | | | (Subtraction): Stock Awards amounts | — | (565,324) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | 273,027 | | Addition (Subtraction): Change in fair value at covered year end from prior year end of awards granted in any prior fiscal year that are outstanding and unvested at covered year end | 3,197,297 | 32,630 | | Addition: Vesting date fair value of awards granted and vesting during the covered year | — | 203,722 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year | 573,739 | 66,414 | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year | — | — | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — | | Compensation Actually Paid (as calculated) | 4,171,036 | 813,265 |
Pay Versus Performance Table
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns, which includes RSUs, PSUs and PSAs, was determined by reference to the closing price on the applicable year-end date(s) or the applicable vesting date and was based on the assumption that the maximum performance is achieved.
Pay Versus Performance Table
| (3) Total shareholder return as calculated is based on a fixed investment of one hundred dollars measured from the market close on December 31, 2021 through and including the end of the fiscal year for each year reported in the table. |
Compensation Actually Paid versus TSR
Compensation Actually Paid versus TSR
Compensation Actually Paid versus Net Loss
Compensation Actually Paid versus Net Loss We believe the Compensation Actually Paid in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement of conditions established in awards with individual performance goals.