DEF 14A of Iradimed Corp
Filed Apr 30, 2025 · FY20240001558370-25-005933
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 21, 2025 are as follows:
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| Director's and Director Nominee’s Name | Age | Position(s) within the Company | | Roger Susi | 71 | Chairman of the Board, President and Chief Executive Officer, Director, director nominee, and Chairman of the Board nominee | | Monty Allen | 72 | Director and director nominee | | Anthony Vuoto | 74 | Director and director nominee | | Hilda Scharen-Guivel | 54 | Director and director nominee | | James Hawkins | 69 | Director and director nominee |
Information Concerning Directors and Nominees
Information Concerning Directors and Nominees Roger Susi. Director and Director Nominee. Mr. Susi is the founder of our Company and has served as a member of our Board since the Company’s incorporation in 1992. Mr. Susi served as our President and Chief Executive Officer from our incorporation in 1992 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. Director and Director Nominee. Mr. Allen has served as a member of our Board since 2014. From 2011 to 2024, 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. Director and Director Nominee. Mr. Vuoto has served as a member of our Board since 2016. From 2009 to February 2016, Mr. Vuoto was General Manager of Retail Payment Solutions at U.S. Bank. From 2017 to the present, Mr. Vuoto held no other positions except for serving on our Board of Directors. 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. Director and Director Nominee. Ms. Scharen-Guivel has served on our Board since 2022. Ms. Scharen-Guivel currently serves on the Board of Trustees of St. Anthony's Hospital, part of a community-owned Baycare Health System since January 2025. She has been serving on St. Anthony’s (i) Clinical Excellence Committee since February 2025 and (ii) Finance Committee since February 2024. From January 2022 to present, Ms. Scharen-Guivel serves on the Tampa Bay Technology Incubator (TBTI) Council of Professionals, and Guest Speaker to the University of South Florida (“USF”) and USF Connect. Ms. Scharen-Guivel served as Program Director of the U.S. Food and Drug Administration (the “FDA”) Center of Devices and Radiological Health from 2017 to 2022, where she led and implemented the new Medical Device Development Tools program. Her career spans over 25 years within multiple federal agencies, including the FDA, the Department of Health and Human Services, and the National Institutes of Health. She retired from active duty as a Captain of the United States Public Health Service in 2022. 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 and expertise in the fields of FDA medical product regulatory strategy, policy and risk qualify her to serve on our Board. James Hawkins. Director and Director Nominee. Mr. Hawkins previously served on our Board from 2013 to 2016 and was re-elected to serve on our Board in 2019. From 2019 to the present, Mr. Hawkins held no other positions except for serving on our Board of Directors and the board of directors of OSI Systems, Inc. and AudioEye, Inc. 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. Prior to Natus Medical, Inc., 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 63, 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 the Company, 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. Jeffery Chiprin. Mr. Chiprin, age 59, has served as our Chief Commercial Officer since 2024 and has over 30 years of senior leadership experience in medical technology in both private and public sectors. He joined Invivo Corporation in 1996 and was the Vice President of North American Sales for six years. Mr. Chiprin served as the Vice President of Sales for 14 years at Philips Corporation, leading a division with advanced clinical solutions for use in the Imaging, Oncology and Anesthesia departments. After that, he served as Vice President of Worldwide Sales at Aspect Imaging from 2020 to 2023 and as Senior Vice President of Commercial Healthcare at TerraRecon, Inc. in 2024 until joining IRADIMED later in the same year. Mr. Chiprin earned his B.A. in Political Science from the University of California at Los Angeles.
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 did not in 2024 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 For the year ended December 31, 2024, 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 the year ended December 31, 2024, Mr. Susi earned an annual base salary of $289,931 through January 28, 2024, which was increased to $341,000 commencing January 29, 2024. For the year ended December 31, 2024, Mr. Glenn earned an annual base salary of $340,000 through January 28, 2024, which was increased to $366,080 commencing on January 29, 2024. For the year ended December 31, 2024, Mr. Chiprin earned $10,250 of his annual base salary of $205,000, since his start date was in November 2024. Mr. Susi’s base salary level is not the highest in the Company and is below market value for the role he performs. This is due to Mr. Susi’s ownership of approximately 36% of the Company’s common stock as the result of his founding of the Company and his continuing leadership. Mr. Susi’s ownership interest in the Company aligns his interests strongly with other shareholders. Annual Cash Incentive Bonuses. We pay cash bonuses to reward our executive officers for their performance over the fiscal year, based on an analysis by our Board or our Compensation Committee of our Company performance and each executive officer’s individual performance during the year. For the year ended December 31, 2024, Mr. Susi’s annual bonus target was equal to 100% of his annual base salary, Mr. Glenn’s annual bonus targets was equal to 50% of each of his annual base salary (in each case, which was the same as in 2023). In the first quarter of 2024, our Board adopted corporate performance goals for the 2024 bonus program for our executives based on a combination of individual performance, set at 20% of total achievable bonus, and corporate performance set at 80% 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 the fiscal year 2024, our Compensation Committee determined that the total attainment rate for performance under the 2024 annual cash incentive bonus was 103%. For the year ended December 31, 2024, Mr. Susi received a $352,157 bonus, Mr. Glenn received a $189,028 bonus, and Mr. Chiprin did not participate in the 2024 bonus program in light of his commencement of employment in November. The bonus amounts for Mr. Susi, and Mr. Glenn were determined based on the base salary earned by each executive officer during fiscal 2024 multiplied by their bonus target percentage and the 103% achievement level. Long-Term Equity Incentives. We believe equity awards are a critical element of our executive officer compensation programs as they provide an incentive for our executive officers 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. During fiscal year 2024, these equity awards consisted of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to Mr. Glenn and Mr. Chiprin. 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 2024 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 named executive officers, to continue to maintain a strong alignment of their interests with the interests of our stockholders. In the fourth quarter of fiscal year 2024, the Compensation Committee granted RSUs and PSUs to Mr. Glenn and Mr. Chiprin. The RSUs granted to Mr. Glenn and Mr. Chiprin in 2024 will vest annually over three years in three equal installments beginning on the first anniversary of the grant date. Payout of the PSUs for the performance measurement period ending on December 7, 2027, will be based on the Company’s total stockholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total stockholder 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. Concomitant to points about Mr. Susi in the foregoing “Base Salaries,” Mr. Susi does not receive equity compensation awards due to his substantial ownership of the Company’s common stock due to his founding of the Company. Mr. Susi’s ownership interest in the Company aligns his interests strongly with other shareholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation earned by our named executive officers, who are comprised of our PEO and our next two most highly compensated executive officers for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and | | | | Nonequity | | | | Principal | | | Stock | Incentive Plan | All Other | | | Position | Year | Salary(1) | Awards(2) | Compensation(3) | Compensation(4) | Total | | | | ($) | ($) | ($) | ($) | ($) | | Roger Susi | 2024 | 337,423 | — | 352,157 | — | 689,580 | | President and Chief Executive Officer | 2023 | 307,694 | — | 325,460 | 9,412 | 642,566 | | Jeffrey Chiprin(5) | 2024 | 10,250 | 378,433 | — | — | 388,683 | | Chief Commercial Officer | 2023 | — | — | — | — | — | | John Glenn | 2024 | 350,375 | 688,072 | 189,028 | 35,417 | 1,262,892 | | Chief Financial Officer | 2023 | 337,077 | 725,611 | 184,778 | 19,858 | 1,267,324 |
Summary Compensation Table
| (1) For Mr. Susi and Mr. Glenn, the amounts reported reflect salary increases as further described in the narrative above. |
Summary Compensation Table
| (2) The amounts reflect the aggregate grant date fair value of RSUs granted to our NEOs in fiscal 2024 and 2023 and PSUs granted to our NEOs in fiscal 2024 and 2023, 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 stockholder 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, 2024. These amounts do not necessarily correspond to the actual value recognized by our NEOs. Please see the discussion above under Long-Term Equity Incentives for more information on the equity awards granted in fiscal 2024. |
Summary Compensation Table
| (3) The amounts reflect the actual payments made under our annual cash bonus plan for fiscal 2024 and 2023. |
Summary Compensation Table
| (4) The amounts reflect our matching contributions to each executive officer’s 401(k) retirement plan and unused paid time off paid out during the applicable fiscal year. There were no personal benefits for fiscal year 2024. |
Summary Compensation Table
| (5) Mr. Chiprin was appointed as our Chief Commercial Officer, effective as of November 26, 2024, and his 2024 salary is reflected on a pro-rated basis. Accordingly, Mr. Chiprin was not a named executive officer for the fiscal year ended December 31, 2023 and no compensation is reported for him regarding fiscal year 2023. |
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, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | | | Equity | Equity | | | | | Incentive | Incentive | | | | | Plan Awards: | Plan Awards: | | | | Market | Number of | Market or | | | Number of | Value of | Unearned | Payout Value of | | | Shares or | Shares or | Shares, | Unearned | | | Units of | Units of | Units or | Shares, Units or | | | Stock | Stock | 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 | — | — | — | — | | Jeff Chiprin | 2,990(9) | $164,450 | 2,989(2) | $164,395 | | John Glenn | 5,436(5) | 298,980 | 10,870(2) | 597,850 | | | 7,180(6) | 394,900 | 14,360(3) | 789,800 | | | 10,504(7) | 577,720 | 21,008(4) | 1,155,440 | | | 11,592(8) | 637,560 | — | — |
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 31, 2024 (the last trading day of our fiscal year), which was $55.00. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These awards represent the maximum number of PSUs granted on December 11, 2024, that vest over a three-year performance period from the award date based on the Company’s total stockholder return compared to the NASDAQ US Small Cap Medical Equipment index (the PSUs were tracking above target as of December 31, 2024). For purposes of the PSU award, total stockholder 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 (200%) of PSUs granted on December 7, 2023, that vest over a three-year performance period from the award date based on the Company’s total stockholder return compared to the NASDAQ US Small Cap Medical Equipment index (the PSUs were tracking above target as of December 31, 2024). For purposes of the PSU award, total stockholder 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 (200%) of PSUs granted on December 7, 2022, that vest over a three-year performance period from the award date based on the Company’s total stockholder return compared to the NASDAQ US Small Cap Medical Equipment index (the PSUs were tracking above target as of December 31, 2025). For purposes of the PSU award, total stockholder 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
| (5) These awards represent RSUs granted on December 11, 2024, that vest annually in equal installments over three years beginning on the first anniversary of the award date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These awards represent RSUs 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
| (7) These awards represent RSUs 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
| (8) These awards represent RSUs 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) This award represents RSUs granted on December 11, 2024, that will vest in three equal annual installments following 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 | PEO(3) | to PEO(5) | non-PEO NEOs(4) | NEOs(5) | return(1) | income(2) | | 2024 | $689,580 | $689,580 | $825,787 | $783,855 | $128 | $19,234,026 | | 2023 | $642,566 | $642,566 | $932,301 | $1,065,517 | $109 | $17,192,776 | | 2022 | $586,040 | $586,040 | $666,728 | ($922,584) | $63 | $12,828,487 |
Pay Versus Performance
| (1) Total Stockholder Return (“TSR”) for each fiscal year is based on a $100 common equity investment at the close of December 31, 2021 measuring through and including the end of the applicable year, assuming reinvestment of dividends. |
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) 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
| (4) 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) for the applicable year as a group, excluding Mr. Susi, 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 for 2024, Messrs. Glenn, and Chiprin, for 2023, Messrs. Glenn and Waddell, and for 2022, Messrs. Glenn, Scott, Kachelmeyer, Neuhardt, and Waddell. |
Pay Versus Performance
| (5) With respect to the PEO, “compensation actually paid” is determined by replacing, for the applicable year, the |
Pay Versus Performance
“Stock Awards” column in the Summary Compensation Table with an adjusted amount. With respect to average “compensation actually paid” to the NEOs as a group (excluding the PEO), for each such NEO the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for the applicable year to arrive at “compensation actually paid” for such NEO, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding the PEO). In each case, the adjusted amount is determined by adding (or subtracting, as applicable) the following for the applicable year (a “Subject Year”), shown in the table below for 2024 (on an averaged basis for the NEOs (excluding the PEO)): (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding, unvested, or forfeited as of the and of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year.
Pay Versus Performance
| | 2024 | | | | PEO | Average NEOs | | Summary Compensation Table Total | 689,580 | $825,787 | | - Stock and Option Awards | - | 533,252 | | - Fair Value at Prior Year End for Forfeited Awards | - | - | | + Year End Fair Value of Equity Awards Granted in the Applicable Year | - | 463,375 | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | - | 39,236 | | + Fair Value as of Vest Date of Equity Awards Granted and Vested in the Year | - | - | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | - | (14,316) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not otherwise Reflected in Fair Value or Total Compensation | - | 3,024 | | Compensation Actually Paid | 689,580 | 783,855 |
Pay Versus Performance
The fair value or change in fair value, as applicable, of stock awards was determined by reference for RSU awards, the closing price of our common stock on the applicable measurement date and for market-conditioned PSUs, a Monte Carlo simulation with reference to the risk-free rate, dividend yield and volatility assumptions as of the applicable measurement date.
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 $689,580, $642,556, and $586,040 for 2024, 2023 and 2022, 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 $783,855, $1,065,517, and ($922,584) for 2024, 2023 and 2022, 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 $128, $109, and $63 for 2022-2024, 2022-2023 and 2022, respectively. Please see Note 1 above for additional information related to the computation of Company TSR. An initial fixed $100 investment, computed in accordance with the requirements of item 402(v) of Regulation S-K, increased from $63 to $128 over the period covered in the Pay Versus Performance table. In directional alignment, the compensation actually paid to our PEO increased from $586,040 to $689,580 and the average amount of compensation actually paid to the NEOs as a group (excluding our PEO) increased from ($922,584) to $783,855 over the same period. 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 $689,580, $642,556, and $586,040 for 2024, 2023 and 2022, 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 $783,855, $1,065,517, and ($922,584) for 2024, 2023 and 2022, 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 $19,234,026, $17,192,776, and $12,828,487 for 2024, 2023 and 2022, respectively. The Company’s net income over the periods covered in the Pay Versus Performance table increased from $12,828,487 to $19,234,026. In directional alignment, the compensation actually paid to our PEO increased from $586,040 to $689,580 and the average amount of compensation actually paid to the NEOs as a group (excluding our PEO) increased from ($922,584) to $783,855 over the same period.
Director Compensation
Director Compensation Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our shareholders. The program addresses the time, effort, expertise, and accountability required of active Board membership. 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 | | Chairman of Audit Committee | $15,000 | | Chairman 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. Non-employee directors receive an annual RSU award of $100,000 with a two-year vesting period. The number of RSUs is determined by dividing the award value of $100,000 by the closing stock price on the grant date. The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by the non-employee members of our Board for the fiscal year ended December 31, 2024. Mr. Susi did not receive compensation for his service as a director in fiscal 2024. Mr. Susi’s compensation for his services as an employee is discussed under the executive compensation narrative and tables above.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| | Fees Earned or | Stock | | | Name | Paid in Cash ($) | Awards ($)(1) | Total ($) | | Monty Allen | 70,000 | 99,950(2) | 169,950 | | James Hawkins | 50,000 | 99,950(3) | 149,950 | | Hilda Scharen-Guivel | 62,500 | 99,950(4) | 162,450 | | Anthony Vuoto | 67,500 | 99,950(5) | 167,450 |
2024 Director Compensation
| (1) This amount reflects the aggregate grant date fair value of RSUs granted to our non-employee directors in fiscal 2024 computed in accordance with ASC Topic 718, excluding estimated forfeitures. |
2024 Director Compensation
| (2) Mr. Allen had an aggregate number of 3,008 unvested stock awards outstanding as of December 31, 2024. |
2024 Director Compensation
| (3) Mr. Hawkins had an aggregate number of 3,008 unvested stock awards outstanding as of December 31, 2024. |
2024 Director Compensation
| (4) Ms. Scharen-Guivel had an aggregate number of 4,775 unvested stock awards outstanding as of December 31, 2024. |
2024 Director Compensation
| (5) Mr. Vuoto had an aggregate number of 3,008 unvested stock awards outstanding as of December 31, 2024. |