DEF 14A of GrowGeneration Corp.
Filed Apr 29, 2025 · FY20240001604868-25-000007
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Compensation
Director Compensation During the fiscal year ended December 31, 2024, each non-employee director of the Company received cash compensation of $2,000 per month and an equity grant of 20,000 shares of Common Stock for services rendered as a director. The Chairperson of the Audit Committee received an additional 5,000 shares of Common Stock. Directors who are employees of the Company receive no separate compensation for their service as directors. In addition to cash and equity-based compensation, non-employee directors receive reimbursement of all reasonable travel and other expenses for attending Board meetings and certain other Company-related functions.
Director Compensation Philosophy
Director Compensation Philosophy Our director compensation program is intended to enable us to attract and retain qualified non-employee directors by providing compensation that is competitive with other companies, and to align directors’ interests with shareholders’ interests by including equity as a significant portion of the compensation package. In setting director compensation, we consider compensation offered to directors by other companies, the amount of time that our directors spend providing services to us, the experience, skill, and expertise that our directors possess, and the performance of the Company.
Non-Employee Director Compensation
Non-Employee Director Compensation The following table summarizes the compensation paid to each non-employee director in 2024.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | All Other Compensation | Total | | Eula Adams | $24,000 | $52,250 | $— | $76,250 | | Stephen Aiello | $24,000 | $41,800 | $— | $65,800 | | Starlett Carter (2) | $14,364 | $41,800 | $— | $56,164 | | Paul Ciasullo (2) | $9,000 | $— | $— | $9,000 |
Non-Employee Director Compensation
(1) The amounts reflect the aggregate grant date fair value of immediately vesting restricted stock units granted in 2024. The grant date fair value was determined using the value of the underlying shares of Common Stock on the applicable date of grant computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718), excluding the effect of any estimated forfeitures. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our Common Stock in future periods. Assumptions used in the calculation of these amounts are described in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC. As of December 31, 2024, Stephen Aiello held 16,666 vested stock options, which will expire on May 11, 2025. (2) Paul Ciasullo resigned from the Board effective April 23, 2024, and the Board appointed Starlett Carter to the Board effective April 25, 2024 to fill the vacancy.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Upon the recommendation of the Governance Committee, the Board has nominated Darren Lampert, Michael Salaman, Eula Adams, Stephen Aiello, and Starlett Carter to stand for election to the Board, each to hold office until the 2026 Annual Meeting of Shareholders and until their respective successors are elected and qualified. Set forth below is biographical information for each person nominated for election to the Board, including a description of the experience, qualifications, attributes, and skills that led to the conclusion that the person should serve as a director of the Company, in light of the Company’s business strategy, prospects, and structure. The Company has no reason to believe that any of these nominees will refuse or be unable to serve as a director if elected; however, if any of the nominees refuses or is unable to serve, each proxy that does not direct otherwise will be voted for a substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees in this Proxy Statement.
Nominees for Director
Nominees for Director
Nominees for Director
| Name | Age | Tenure | | Darren Lampert | 64 | 11.1 | | Michael Salaman | 62 | 11.1 | | Eula Adams | 75 | 3.7 | | Stephen Aiello | 64 | 11.0 | | Starlett Carter | 42 | 1.0 |
Nominees for Director
Darren Lampert has been our CEO, a Director, and the Chairperson of the Board since our inception in 2014. Mr. Lampert began his career in 1986 as a founding member of the law firm of Lampert and Lampert (1986-1999), where he concentrated on securities litigation, National Association of Securities Dealers (NASD) (now Financial Industry Regulatory Authority (FINRA)) compliance, and arbitration and corporate finance matters. Mr. Lampert has represented clients in actions and investigations brought before government agencies and self-regulatory bodies. From 1999 to 2014, Mr. Lampert worked as a portfolio manager and proprietary trader at a number of broker-dealer firms. From 2010 to 2014, Mr. Lampert was a private investor. Mr. Lampert graduated in 1982 with a Bachelor of Science degree in business administration from Ithaca College. Mr. Lampert received a J.D. from Bridgeport University School of Law in 1985. Mr. Lampert was admitted to practice law in New York in 1986 and is also admitted to practice before the United States District Courts for the Southern and Eastern Districts of New York. Mr. Lampert has extensive experience in our industry and knows our operations from top to bottom, having led the Company for 11 years as its CEO and Chairperson of the Board. In addition, his experience in the finance and legal fields make him an excellent asset for GrowGeneration, navigating the capital markets, making acquisitions, and leading the Company through other critical business matters and initiatives. Michael Salaman has been our President and a Director since our inception in 2014. Mr. Salaman began his business career as Vice President of Business Development for National Media Corp., an infomercial marketing company in the United States, from 1985 to 1993. From 1993 to 1995, Mr. Salaman worked as a consultant. From 1995 to 2001, Mr. Salaman started a digital media company called American Interactive Media, Inc., a developer of Web TV set-top boxes and ISP services. In 2002, Mr. Salaman became the principal officer of that entity, directing its operations as a marketing and distribution company, and in 2005 focused its efforts in the enhanced water business. Mr. Salaman served as the Chairperson of Skinny Nutritional Corp. from 2002 to 2014 and as Chief Executive Officer and President of Skinny Nutritional Corp. from 2010 to 2014. Mr. Salaman received a Bachelor of Business Administration degree in business from Temple University in 1986. Mr. Salaman has been with the Company for 11 years as its President and a Director, providing him with deep knowledge of our business, people, and industry. In addition, his experience as an innovator and leader in sales and marketing is particularly beneficial to GrowGeneration as a company with an emerging proprietary brand portfolio, for which its products are sold through multiple channels, including retail, e-commerce, and distribution. Eula Adams has been a Director of the Company since September 2021. Mr. Adams began his career as an auditor at Touche Ross in 1972, eventually becoming an audit partner there (which became Deloitte & Touche following a merger in 1989) until 1991. From 1991 to 2003, Mr. Adams worked at First Data Corporation (now Fiserv), holding positions as President of Merchant Services, President of Card Issuer Services and President of Teleservices. From 2004 to 2006, he served as Senior Vice President of StorageTek, which was acquired in 2006 by Sun Microsystems. From 2006 to 2008, he served as Senior Vice President of Sun Microsystems Storage Division. From 2008 to 2013, Mr. Adams was Chief Operating Officer of Xcore Corporation. From 2013 to 2019, Mr. Adams was Chief Executive Officer and director at Neuromonics, Inc. Mr. Adams currently serves on the boards of the White House Historical Association and the Transportation Commission of Colorado and is a former director of Harvest Health and Recreation Inc. and Your Way Cannabis Brands Inc. Mr. Adams is a graduate of Morris Brown College with a Bachelor of Science degree in accounting, has a Master of Business Administration from Harvard Business School, and is a Certified Public Accountant. Mr. Adams contributes tremendous accounting and finance expertise to the Company as a certified public accountant and former audit partner, as well as broad operational experience as a former Chief Executive Officer and Chief Operating Officer, among other roles. Mr. Adams serves as the Chairperson of the Audit Committee, as well as a member of the Compensation Committee. Stephen Aiello has been a Director of the Company since 2014. From 1986 to 2001, Mr. Aiello was a partner at Montgomery Securities, where he managed the sales and trading institutional desk. From 2001 to 2003, he worked at 033 Asset Management, a long/short equity fund where he was responsible for day-to-day trading of the portfolio. Mr. Aiello was a partner at Jones and Company from 2004 to 2008. Mr. Aiello has been a private investor focusing on cannabis and real estate since 2008. Mr. Aiello received a Bachelor of Arts in Psychology from Ithaca College and a Master of Business Administration from Fordham University. Mr. Aiello brings deep knowledge of finance and capital markets to the Board, as well as general business and management expertise as an MBA. In addition, Mr. Aiello has prior experience in the cannabis industry, and his real estate expertise is well-suited to help the Company manage its large real estate portfolio. Mr. Aiello serves as the Chairperson of the Compensation Committee and the Governance Committee, as well as a member of the Audit Committee. Starlett Carter joined the Board in April 2024. Ms. Carter began her career as an attorney at large, internationally recognized law firms, including Weil Gotshal & Manges LLP from 2006 to 2014 and Sidley Austin LLP from 2014 to 2017, where she became Counsel. She also worked as Senior Associate Counsel for Hudson Advisors, the advisory arm of Lone Star Funds, from 2017 to 2018. From 2018 to 2022, Ms. Carter co-founded and served as a director, Chief Operations Officer, and General Counsel of Kanarys, Inc., a technology platform focused on fostering diversity, equity, and inclusion in the workplace. Ms. Carter also served on the board of directors for Legal Aid of Northwest Texas from 2013 to 2022, including as Chairperson and a member of the Nomination Committee and Audit and Finance Committee. She currently serves as a General Counsel and Strategic Consultant for 10mK LLC, a venture and consulting firm. Ms. Carter holds a Juris Doctor from Harvard Law School and a Bachelor of Business Administration with honors from the University of Texas at Austin. Ms. Carter brings nearly two decades of expertise in corporate strategy and law. She has led complex legal matters, facilitated corporate transactions, and provided strategic guidance on corporate governance, mergers and acquisitions, and other matters. Ms. Carter also contributes her experience in operational strategy and execution, corporate leadership, and diversity, equity, and inclusion. Ms. Carter serves as a member of the Audit Committee, the Compensation Committee, and the Governance Committee. The Board of Directors recommends that you vote “FOR” the election of each of the nominees named above.
Components of Compensation
| Component | Description | Purpose | | Base Salary | Fixed cash component. | Reward for level of responsibility, experience, and sustained individual performance. | | Annual Cash Incentive | Cash bonus based on achievement of predetermined performance goals. | Reward achievement of short-term business objectives and financial results. | | Long-term Cash Incentive | Cash bonus awarded annually based on achievement of predetermined multi-year performance goals. | Reward achievement of long-term business objectives and financial results. | | Long-Term Equity Incentive | Equity grants primarily consisting of restricted stock units vesting over two or three years. | Reward creation of shareholder value, align the interests of employees and shareholders, and retain executives for the long-term. | | Other Compensation | Various health, life, and disability insurance plans and other customary employee benefits generally available to all our U.S. employees. | Provide an appropriate level of employee benefit plans and programs. | | Other Policies | Insider trading policy, which includes anti-hedging and anti-pledging policies, stock ownership guidelines, and incentive compensation clawback policy. | Enhance alignment with shareholder interests and avoid pay-for-failure. |
Components of Compensation
Base Salary Base salary is the primary fixed element of total compensation. Base salary also impacts certain variable compensation elements to the extent they are linked directly or indirectly to base salary. The Compensation Committee reviews base salary levels for NEOs annually based on competitive market salaries and a subjective assessment of organizational and individual qualities and characteristics, such as role, responsibilities, experience, skill level, and individual and enterprise performance. Annual Cash and Long-Term Cash Incentives Annual cash incentives are intended to short-term drive and reward achievement of near-term business objectives set by the Board. The Compensation Committee generally establishes goals early in the fiscal year based upon current forecasts, business strategies, and expectations. Long-term cash incentives are intended to drive and reward achievement of business objectives and growth over a multi-year period set by the Board. The Compensation Committee sets performance target goals for the annual and long-term cash incentive plans that are intended to be challenging yet attainable and tied to driving strong operational and financial performance. The Compensation Committee has the discretion to include or exclude any extraordinary items affecting performance goals and to adjust performance goals to take into account changes in accounting and other matters that the Compensation Committee deems relevant. Actual cash incentive bonus amounts payable to our NEOs generally depend on the level of actual achievement above or below performance targets, with higher levels of achievement resulting in higher bonus earned (subject to a maximum amount), and lower levels of achievement resulting in lower or no bonus earned. The Compensation Committee may reduce, increase, or eliminate the amount payable to an NEO based on factors that it determines warrant such adjustment. The Compensation Committee may also award additional discretionary bonuses based on an individual executive’s role and performance, among other factor considered relevant by the Compensation Committee. Long-Term Equity Incentives Long-term equity compensation is intended to align the interests of our executives with those of the Company and its shareholders, to reward the creation of long-term shareholder value, and to help retain executives as employees of the Company. The Compensation Committee has historically awarded time-based restricted stock, restricted stock units, and stock options to our executive officers. The Compensation Committee periodically reviews outstanding share-based compensation grants to monitor the effectiveness of such grants, especially considering the volatility of our stock price. Long-term equity incentives awarded to executive officers is set forth in the employment agreement for each executive officer, as well as in an equity award agreement. Most recently, long-term equity incentive awards have been time-vested, with biannual vesting near the end of the second and fourth quarters. In 2025, and in response to shareholder feedback, the Compensation Committee approved performance-vesting components in a portion of executive equity awards.
Compensation Determinations
Compensation Determinations The use and weight of each compensation component is based on a determination by the Compensation Committee of the importance of each component in meeting our overall objectives, as well as general market practices. In general, the Compensation Committee wants a significant amount of each NEO’s potential compensation “at risk” based on corporate performance and stock price. As part of its process for determining compensation for NEOs, the Compensation Committee periodically reviews compensation analyses provided by its independent compensation consultant. Such analyses include an estimate of the market 25th percentile, median and, 75th percentile positions for base salary, target total cash compensation (base salary plus target bonus), and target compensation (base salary plus target bonus plus target long-term incentive compensation) for each NEO. Although the Compensation Committee does not target a specific market position, it considers the median, or 50th percentile, of the market data as one of many factors in its analysis of the competitive, reasonable, and appropriate levels of compensation for our NEOs, and is guided by, and seeks to promote, the best interests of the Company and its shareholders. The Compensation Committee also considers several other factors when determining appropriate compensation levels for each executive officer, including: •analyses of competitive compensation practices; •individual performance in light of Company goals and objectives relevant to executive compensation; •individual role, responsibilities, leadership, experience, expertise, skills, and knowledge; •labor market conditions (which affect the compensation required to attract and retain key talent); and •analyses and advice from its independent compensation consultant, including competitive market data pertaining to executive compensation at comparable companies. The Compensation Committee’s approach to evaluating these factors is subjective and not formulaic, and the Compensation Committee may place more or less weight on a particular factor, or consider other factors it deems relevant, when determining compensation. In determining the total compensation for each executive officer other than our President and CEO, the Compensation Committee also considers the specific recommendations of our President and CEO. Recommendations to the Compensation Committee typically include discussion of the role and responsibilities of the executive within the Company, the performance of the executive, the expected future contributions of the executive, the executive’s own expectations, and market considerations. Although our President and CEO make recommendations regarding other executive officers, neither participates in the discussions concerning his own compensation. The Compensation Committee may consider, in addition to the factors described above: •the individual’s accumulated vested and unvested equity awards; •the vesting schedule of the individual’s outstanding equity awards; •a comparison of individual equity awards between executive officers and in relation to other compensation elements; •potential shareholder dilution resulting from stock awards to employees; •total accounting expense resulting from executive compensation; •shareholder advisory votes on executive compensation; and •past levels of compensation awarded and earned.
Risk and Compensation
Risk and Compensation We believe our compensation programs for executive officers are designed to encourage prudent risk-taking to achieve long-term growth in shareholder value. A variety of principles and practices contribute to the alignment of our executive compensation programs with our overall risk profile, including the following: •All Compensation Committee members are independent, non-employee directors. •Our programs are designed to drive achievement of strategic objectives, short- and long-term financial performance, and growth in shareholder value, while also promoting the attraction and retention of executive talent. •Our programs balance strategic, financial, and shareholder measures. •Our programs balance short- and long-term performance through equity compensation and cash incentive plans. •The vesting periods of long-term incentives provide long-term alignment with shareholders. •Maximum amounts payable are established under performance-based incentive programs. •Our Board and Compensation Committee generally establish both strategic and financial measures at the beginning of a performance period. •Our Compensation Committee reviews all elements of executive compensation, with the assistance of an independent compensation consultant from time to time. •Base salaries and annual adjustments for executive officers are generally based on market practices and our financial condition. •Annual cash incentive payouts will vary over time, commensurate with business and individual executive performance. •The Company maintains a policy requiring the Company to recover certain incentive compensation erroneously paid to executive officers. •The Company maintains share ownership guidelines for executive officers to help ensure alignment with shareholder interests and long-term value creation. •The Company maintains a policy prohibiting hedging, pledging, and similar transactions by directors, executive officers, and other insiders. The Compensation Committee is generally responsible for administering and overseeing our risk mitigation practices and policies in the context of our executive compensation programs. The Compensation Committee regularly assesses such practices and policies for effectiveness and compliance with applicable laws and regulations.
Competitive Market Compensation Survey
Competitive Market Compensation Survey As discussed above, the Compensation Committee considers competitive compensation practices as a factor to determine compensation for the Company’s executives, including for the purpose of determining the extent to which the Company’s executive compensation practices are competitive relative to competitors and peer companies to attract and retain talented executives. The Committee periodically reviews aggregated data from survey sources analyzed by an independent compensation consultant, including general industry surveys, retail/wholesale surveys, and consumer retail industry surveys. The Compensation Committee generally focuses on a subset of companies within a comparable industry and/or range of revenues. The Compensation Committee has the sole authority to hire or fire compensation consultants and to approve fee arrangements for work performed. The Compensation Committee also assesses the independence its compensation consultants pursuant to SEC rules. In fiscal year 2024, no compensation consultants performed work for the Compensation Committee or management.
Summary Compensation Table
Summary Compensation Table The following SCT sets forth information regarding the total compensation of our named executive officers, as determined under Item 402 of Regulation S-K, for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name | Year | Salary | Performance Bonus | Stock Awards (1) | All Other Compensation | Total | | Darren Lampert | 2024 | $500,000 | $166,500 | $426,000 | $— | $1,092,500 | | Chief Executive Officer | 2023 | $493,031 | $— | $785,000 | $20,117 | $1,298,148 | | Michael Salaman | 2024 | $493,214 | $166,500 | $426,000 | $6,786 | $1,092,500 | | President | 2023 | $493,031 | $— | $785,000 | $27,145 | $1,305,176 | | Gregory Sanders | 2024 | $359,746 | $117,000 | $— | $9,670 | $486,417 | | Chief Financial Officer | 2023 | $335,833 | $— | $394,800 | $23,134 | $753,767 | | (1) The amounts in the Stock Awards column reflect the aggregated grant date fair value of awards granted during 2024 and 2023 as computed in accordance with FASB ASC Topic 718. | | | | | | |
Summary Compensation Table
Salary Base salaries paid to our named executive officers are set forth in the “Salary” column of the SCT. During 2023 and 2024, the Company undertook several initiatives across the enterprise to reduce expenses as a result of a prolonged industry downturn. In connection with these initiatives, our NEOs also agreed to reduced base salary levels for 2023 and 2024, as described immediately below. Our CEO and Co-Founder, Darren Lampert, and our President and Co-Founder, Michael Salaman, each entered into a new two-year employment agreement, effective January 1, 2023, that provided for reduced total compensation compared to their compensation in prior years, including base salary of $500,000 per year. The Compensation Committee believes such salary levels to be below market for similar executives of similar companies; however, the Compensation Committee was supportive of Mr. Lampert’s and Mr. Salaman’s willingness to accept below-market salaries given the near-term, industry-wide pressures the Company has faced. Furthermore, the Compensation Committee believes that such below-market salaries do not create retention risk, as Mr. Lampert and Mr. Salaman have displayed steadfast dedication to the Company since its founding approximately 11 years ago. Performance Bonus The amounts set forth in the “Performance Bonus” column of the SCT consist of performance bonuses earned by executive officers, which are based on either an annual or long-term performance bonus programs established by the Compensation Committee, including non-equity incentive compensation plans, a bonus program established in an employment agreement approved by the Compensation Committee, or discretionary bonuses awarded by the Compensation Committee. For fiscal year 2024, the Company’s annual cash incentive plan used multiple performance goals, including Adjusted EBITDA (Refer to the Reconciliation of EBITDA and Adjusted EBITDA section in this Proxy Statement for the Company’s definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to GAAP net income (loss)), same-store-sales, and a non-financial goal to establish a program to monitor and reduce vehicle emissions from our delivery vehicle fleet. Additionally, performance bonuses for fiscal year 2024 included a long-term cash incentive program over a three-year performance period beginning with fiscal year 2024, which is based on achievement of proprietary brand sales as a percentage of total Company sales. Performance bonuses earned in fiscal year 2024 were paid in March 2025. Under the Company’s annual cash incentive plan for fiscal year 2023, short-term incentive compensation for NEOs was based on achievement of positive Adjusted EBITDA for the enterprise. Each NEO’s target bonus was established in their respective employment agreements as an amount equal to 50% of base salary, which could be achieved by obtaining the target performance goal. In addition, highest bonus opportunity was an amount equal to 100% of base salary. No performance bonuses were earned pursuant to the annual cash incentive plan for fiscal year 2023, however, due to negative Adjusted EBITDA achievement of the Company in fiscal year 2023 primarily resulting from challenging industry conditions. In 2023 and 2024, industry headwinds and market factors outside management’s control demanded a nimble approach to managing our business. As a result, the Compensation Committee sought to incentivize management to achieve a positive overall outcome for the Company in the near-term while also giving management flexibility to manage the business to rapidly evolving market conditions. The Compensation Committee chose the various performance goals discussed above, including Adjusted EBITDA, as appropriate overall performance goals that represent the culmination of numerous inputs that management would have the opportunity to affect and that also reflect appropriate adjustments for non-recurring items provoked by near-term market challenges. For the Company's annual cash incentive plan for fiscal year 2025, the Compensation Committee has determined it is in the best interest of the Company to continue to use multiple performance goals, including Adjusted EBITDA, revenue targets, and non-financial compliance measurements. Option Awards The “Options Award” column of the SCT shows the value of stock options awarded to certain NEOs under our Second Restated 2018 Plan, defined below. No options were granted to our NEOs in 2024 or 2023. Stock Awards We awarded time-based restricted stock units (“RSUs”) to our NEOs under our Second Restated 2018 Plan. The amounts set forth in the “Stock Awards” column represent the value of such awards at the time of grant. In 2024, our CEO and our President were each granted 200,000 RSUs pursuant to their respective employment agreements, which vest ratably on a biannual basis through December 2026. In 2023, our CEO and our President were each granted 200,000 RSUs pursuant to their respective employment agreements, which vest ratably on a biannual basis through December 2024. These awards were subject to an initial clerical error. The original award was effective January 1, 2023 and included 100,000 RSUs. This award was amended and corrected on June 15, 2023 to increase the total RSUs to 200,000. In 2022, our CFO, Gregory Sanders, was granted 90,000 RSUs on August 9, 2022 pursuant to his 2022 employment agreement, which vest ratably on a biannual basis over three years. As of June 15, 2023, Mr. Sanders entered into a new employment agreement that superseded and replaced his prior employment agreement, canceling the 75,000 unvested RSUs from the August 9, 2022 grant. The new employment agreement granted 180,000 RSUs on June 15, 2023, which vest 30,000 shares each six months of service beginning June 15, 2023. Stock awards in 2023 represent the incremental fair market value of the incremental 105,000 RSUs granted, net of the cancelled RSUs, with the new employment agreement. All Other Compensation The “All Other Compensation” column of the SCT shows compensation paid to our NEOs that is not already reflected in other columns of the SCT, which includes 401(k) matching contributions, health insurance contributions, and other employee benefits. Our 401(k) Plan is our tax qualified retirement savings plan pursuant to which our U.S. employees, including NEOs, are able to make pre-tax contributions from their cash compensation. In 2024, the Company stopped making matching contributions for all plan participants, including NEOs, as part of its ongoing cost control measures. In 2023, the Company made matching contributions for all participants each year equal to 100% of their elective deferrals up to 3% of their total eligible compensation and 50% of their elective deferrals from 3% to 5% of eligible annual compensation. The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan and also limits the amount of salary and bonus with respect to which matching contributions can be made under that plan. We provide our NEOs with competitive benefits, and we generally do not provide perquisites or tax reimbursements or other benefits to NEOs that are not available to other employees. In addition to our 401(k) Plan described above, our NEOs are offered other benefits that are substantially the same as those offered to all of our U.S. employees. These benefits included medical, dental, and vision insurance. We also provide an enhanced long-term disability benefit to our executive officers. This benefit is designed to provide additional protection to our executive officers in the event of catastrophic illness or disability.
Outstanding Equity Awards
Outstanding Equity Awards The following table summarizes, for each NEO, the number of shares of Common Stock underlying outstanding stock options and unvested restricted stock units held as of December 31, 2024. Market values for outstanding stock awards are presented as of the end of 2024 based on the closing price on the NASDAQ Market on December 31, 2024 of $1.69.
Outstanding Equity Awards
| | Option Awards | | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options, exercisable | Number of securities underlying unexercised options, unexercisable | Equity Incentive Plan Awards: Number of Securities underlying exercisable Options | Equity Incentive Plan Awards: Number of Securities underlying unexercised unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that have not Vested | Market Value of Shares or Units of Stack that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested | | Darren Lampert | — | — | — | — | $— | | — | — | 200,000 | $338,000 | | Michael Salaman | — | — | — | — | $— | | — | — | 200,000 | $338,000 | | Gregory Sanders | — | — | — | — | $— | | — | — | 63,750 | $107,738 |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the number of shares acquired upon exercise of options and the number of restricted shares that vested during the fiscal year ended December 31, 2024:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | Darren Lampert | — | — | 100,000 | 207,500 | | Michael Salaman | — | — | 100,000 | 207,500 | | Gregory Sanders | — | — | 66,250 | 137,313 | | (1) The aggregate dollar value realized upon exercise is computed by multiplying the number of shares at exercise by the difference between the market price of Common Stock and the exercise price of the options. | | | | | | (2) The aggregate dollar value realized upon vesting is computed by multiplying the number of shares vested by the closing stock price on the vesting date. | | | | |
Pay-Versus-Performance
| Adjustments to Determine Compensation Actually Paid for PEO | 2024 | 2023 | 2022 | | Deduction for amounts reported under the “Stock Awards” column in SCT | $(426,000) | $(785,000) | $— | | Change in fair value of awards granted during the year that remain unvested as of year-end | $338,000 | $251,000 | $— | | Increase/deduction for change in fair value from prior year-end to current year-end for awards that were outstanding and unvested as of year-end | $— | $— | $— | | Increase/deduction for change in fair value from prior year-end to current year-end for awards that were vested as of year-end | $(43,500) | $— | $2,128,000 | | Adjustments to Determine Compensation Actually Paid for non-PEO NEOs | 2024 | 2023 | 2022 | | Deduction for amounts reported under the “Stock Awards” column in SCT | $(213,000) | $589,900 | $1,103,986 | | Change in fair value of awards granted during the year that remain unvested as of year-end | $169,000 | $276,100 | $338,100 | | Increase/deduction for change in fair value from prior year-end to current year-end for awards that were outstanding and unvested as of year-end | $(26,138) | $(111,922) | $(65,246) | | Increase/deduction for change in fair value from prior year-end to current year-end for awards that were vested as of year-end | $(36,238) | $(6,500) | $(18,000) |