DEF 14A of Atomera Inc, Mar 27, 2026

DEF 14A of Atomera Inc

Filed Mar 27, 2026 · FY20250001683168-26-002328

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board Nominees

    Board Nominees Our Board currently consists of five members, four of whom are independent under the listing standards for independence of the NASDAQ and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated each of the Company’s five current directors for re-election at the Annual Meeting. Our Board and the Nominating and Corporate Governance Committee believe the directors nominated collectively have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value. Each director elected at the Annual Meeting will serve a one-year term until the Company’s next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the five nominees named below. If any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. It is not presently expected that any of the nominees named below will be unable or will decline to serve as a director. Vacancies on our Board, including any vacancy created by an increase in the size of our Board, may be filled by a majority of the directors remaining in office (even though less than a quorum of our Board) or a sole remaining director. A director elected by our Board to fill a vacancy will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by our Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by our Board. Each nominee has agreed to serve if elected and our Board has no reason to believe that any nominee will be unable to serve.

  3. Information about Director Nominees

    Information about Director Nominees Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on our Board at this time. There are no family relationships among any of the directors or executive officers of the Company.

  4. Information about Director Nominees

    | John Gerber | | | Age | 63 | | Experience | Mr. Gerber has served as a member of our Board since 2007 and Chairman of the Board since 2011. For the past ten years, Mr. Gerber has served as managing partner of Four Points, a specialty investment group with more than $1.8 billion of investment and capital transaction experience across 40 real estate and venture capital investments. He has diversified experience in corporate and project management, project and venture finance and development. Mr. Gerber has a BSE degree magna cum laude from Princeton University and a master’s degree from Harvard University. |

  5. Information about Director Nominees

    | Board Committee Memberships | Member of the Audit Committee and the Compensation Committee | | Independent | Yes |

  6. Information about Director Nominees

    | Qualifications & Attributes | Mr. Gerber has experience as a director of multiple companies and has extensive investing experience, in addition to significant leadership and strategic planning skills. As a result of these and other professional experiences, our Board has concluded that Mr. Gerber is qualified to serve as a director. |

  7. Information about Director Nominees

    | Scott Bibaud | | | Age | 63 | | Experience | Mr. Bibaud has served as our President, Chief Executive Officer and a director since October 2015. Mr. Bibaud has been active in the semiconductor industry for over 30 years. Prior to joining Atomera, Mr. Bibaud was an executive-in-residence at Foundation Capital, a venture capital firm where he was active in portfolio semiconductor companies and evaluating potential new investments. From June 2012 to August 2014, he was senior vice president and general manager of Altera’s Communications and Broadcast Division. From June 2000 to May 2011, he was at Broadcom as executive vice president and general manager of the mobile platforms group. Mr. Bibaud received a B.S. degree in electrical engineering from Rensselaer Polytechnic Institute and an MBA from Harvard Business School. | | Board Committee Memberships | None | | Independent | No | | Qualifications & Attributes | Mr. Bibaud has extensive experience in and knowledge of the semiconductor industry as an executive officer of publicly traded semiconductor companies. As a result of these and other professional experiences, our Board has concluded that Mr. Bibaud is qualified to serve as a director. | | Steve Shevick | | | Age | 69 | | Experience | Mr. Shevick has served as a member of our Board since August 2016. From May 2020 to October 2025, Mr. Shevick served as CFO/Advisor to Superbrewed Food, Inc., a private company developing a range of natural, fermentation-based ingredients for use in food, nutrition and health products. From January 2019 to January 2020, Mr. Shevick served as chief financial officer of Percolate Industries, Inc., which developed, marketed and sold software for managing multi-channel marketing campaigns. From October 2013 to July 2018, Mr. Shevick served as chief financial officer of CloudPassage, Inc., a developer of cloud infrastructure security technologies. From May 2008 to October 2013, Mr. Shevick served as chief financial officer of Cobalt Technologies, a developer of bio-chemical production technologies. From 1995 to 2005, Mr. Shevick served in the roles of general counsel and chief financial officer of Synopsys, Inc., a leading provider of electronic design automation software for the semiconductor industry. Mr. Shevick holds an A.B. from Harvard College and a J.D. from Georgetown University Law Center. | | Board Committee Memberships | Chair of the Audit Committee and Chair of the Nominating and Corporate Governance Committee |

  8. Information about Director Nominees

    | Independent | Yes | | Qualifications & Attributes | Mr. Shevick has extensive experience as a chief financial officer and general counsel of public and private technology licensing businesses. As a result of these and other professional experiences, our Board has concluded that Mr. Shevick is qualified to serve as a director. |

  9. Information about Director Nominees

    | Duy-Loan T. Le | | | Age | 63 | | Experience | Ms. Le has served as a member of our Board since October 2019. Ms. Le retired in July 2017 from Texas Instruments Inc., or TI, one of the leading semiconductor companies in the world, where she held various positions since 2002. Ms. Le was elected Senior Fellow in 2002 and is the only woman in TI’s history elected to this highest Fellow rank. She held various leadership positions at TI, including Advanced Technology Ramp Manager for the Embedded Processing Division and worldwide project manager for the Memory Division. While at TI, Ms. Le led all aspects of execution for advanced technology nodes, including silicon technology development, design, assembly and test, productization, qualification, release to market, high-volume ramp, and quality and reliability assurance. Ms. Le has been awarded 24 patents. She holds a bachelor’s degree in Electrical Engineering from the University of Texas at Austin and a master’s degree in Business Administration from the Bauer College of Business at the University of Houston. Ms. Le is currently a director of Cirrus Logic Incorporated and BrainChip Holdings Ltd.. | | Board Committee Memberships | Chair of the Compensation Committee and member of our Nominating and Corporate Governance Committee | | Independent | Yes | | Qualifications & Attributes | Ms. Le has extensive experience in and knowledge of the semiconductor industry as an executive officer and a director of publicly traded semiconductor companies. As a result of these and other professional experiences, our Board has concluded that Ms. Le is qualified to serve as a director. | | Suja Ramnath | | | Age | 57 | | Experience | Ms. Ramnath has served as a member of our Board since December 2021. Since February 2017, Ms. Ramnath has served as president and chief executive officer of Integra Technologies, a developer of high-performance power RF semiconductors for the defense and aerospace industries. From October 2015 to February 2017, Ms. Ramnath served as division general manager for transceivers at Analog Devices, a semiconductor company specializing in data conversion, signal processing and power management technology. Prior to that, Ms. Ramnath served in various business development and senior positions in the semiconductor industry since 1991. Ms. Ramnath holds a Bachelor of Science degree in Electrical Engineering from Northeastern University. | | Board Committee Memberships | Member of the Audit Committee and the Compensation Committee. | | Independent | Yes | | Qualifications & Attributes | Ms. Ramnath has extensive experience in and knowledge of the semiconductor industry as an executive officer of semiconductor companies. As a result of these and other professional experiences, our Board has concluded that Ms. Ramnath is qualified to serve as a director. |

  10. Information about Director Nominees

    OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FIVE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.

  11. Limitation of Liability of Directors and Indemnification of Directors and Officers

    Limitation of Liability of Directors and Indemnification of Directors and Officers The Delaware General Corporation Law provides that corporations may include a provision in their certificate of incorporation relieving directors of monetary liability for breach of their fiduciary duty as directors, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of a dividend or unlawful stock purchase or redemption, or (iv) for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation provides that directors are not liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. In addition to the foregoing, our certificate of incorporation provides that we shall indemnify directors, officers, employees or agents to the fullest extent permitted by law and we have agreed to provide such indemnification to each of our executive officers and directors by way of written indemnification agreements. The above provisions in our certificate of incorporation and bylaws and in the written indemnity agreements may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their fiduciary duty, even though such an action, if successful, might otherwise have benefited us and our stockholders. However, we believe that the foregoing provisions are necessary to attract and retain qualified persons as directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

  12. Compensation Objectives and Philosophy

    | • | attract, motivate, and retain talented and dedicated executive officers; | | • | correlate annual cash bonuses to the achievement of near-term operational and financial objectives; and | | • | provide our NEOs with appropriate long-term equity incentives that directly correlate to the enhancement of stockholder value, as well as facilitate executive retention. |

  13. Compensation Objectives and Philosophy

    To achieve these objectives, we (i) establish annual base salaries at levels that we believe are competitive with base salaries of executive officers in our peer group companies and relevant comparable companies in the semiconductor sector, (ii) set year-end annual cash bonus targets based primarily on the achievement of key operational and financial goals, and (iii) grant annual equity awards as a retention tool and to align the NEOs’ long-term interests with those of our stockholders. Our Compensation Committee does not have any formal policies for allocating compensation among the three foregoing components. Rather, our Compensation Committee uses its judgment and consults with Compensia to determine the appropriate level and mix of compensation on an annual basis with the goal to balance current cash compensation with equity awards to reward and incentivize both short-term and long-term performance.

  14. Roles and Responsibilities

    | Independent Consultant to the Compensation Committee (Compensia)(2) | • | Provides the Compensation Committee with analysis and advice pertaining to CEO, executive, and director compensation program design, including industry survey analysis, explanation of current and developing best practices, and regulatory changes; | | | • | Recommends a relevant group of peer companies and appropriate sources of survey data against which to compare the competitiveness and structure of CEO, executive, and director compensation; | | | • | Analyzes peer companies’ CEO, executive, and director compensation annually to assist the Compensation Committee in determining the appropriateness and competitiveness of compensation; | | | • | Reviews and advises on any proposed changes to CEO, executive, and director compensation program design; | | | • | Reviews and assists with compensation disclosure materials; and |

  15. Peer and Industry Data

    Peer and Industry Data The Compensation Committee believes that market data, including compensation data from a peer group of comparable companies, provides a useful framework for determining compensation targets and the actual awards for executives in an effort to attract and retain highly talented senior executives. Annually, the Compensation Committee requests that Compensia advise on the appropriate peer group for the Company as well as assess our NEO and non-employee director compensation. For purposes of evaluating our NEO compensation in 2025, in June 2024 our Compensation Committee, with the advice of Compensia, reviewed and approved the following companies selected from among publicly-held semiconductor, semiconductor equipment and electronics companies based on the following criteria: market capitalization, revenue, revenue growth and profitability:

  16. Peer and Industry Data

    The Compensation Committee intends to maintain its practice of reviewing and, if it deems it appropriate, modifying the peer group on an annual basis to ensure it continues to appropriately represent our competitive market for executive talent. Atomera ranked at the 41st percentile of market capitalization of the above-referenced peer group companies as of June 2024, which is when this peer group was approved by the Compensation Committee. The Compensation Committee and our Board use peer and other market data as one means of evaluating and establishing executive pay. In light of our early stage of commercializing our technology and need to conserve cash given our ongoing net losses, the Compensation Committee generally targets approximately the 50th percentile of the peer group for cash (base salary and annual bonus) compensation and the 75th percentile for long-term, equity-based compensation. In instances where an executive officer is believed to be especially suited to our Company or important to our success, the Compensation Committee may establish or recommend compensation that deviates from peer practices, industry averages or other specific benchmarks and it maintains the discretion to set levels of NEO compensation above or below levels paid by our peers based on factors such as individual performance, an NEO’s level of experience and responsibilities, and our compensation budget. Upward or downward variations in total cash compensation and long-term incentives may also occur as a result of the individual’s experience level, the nature and level of the individual’s specific job responsibilities, the balance of the individual’s different elements of compensation, market factors and other strategic considerations.

  17. Base Salary

    | • | an internal review of the NEO’s compensation, both individually and relative to other NEOs; and | | • | base salaries paid by our peer group companies. |

  18. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses We provide an opportunity for each of our NEOs to receive an annual cash incentive bonus based on the satisfaction of Company goals and objectives established by our Board of Directors. For any given year, Company goals are approved by both the Compensation Committee and the full Board no later than February and they may include objectives that relate to operational, strategic, or financial factors such as executing contracts (particularly license agreements) with customers, customer progress toward commercializing our MST® technology, achieving technical performance targets, securing patents, revenue achievement and prudent capital management and financing. While the Board adopts the Company’s annual goals, it is the Compensation Committee that evaluates and approves the achievement level of corporate objectives, and subsequently reviews and approves the annual cash bonuses for NEOs as part of its final compensation deliberations. The Compensation Committee, or where appropriate, our Board may approve bonuses based on the foregoing determinations or, after considering market conditions, our financial position or other factors, may, in its sole discretion, determine not to award any bonuses or to award larger or smaller bonuses. Based on its review of the Company’s performance and thoughtful deliberations, the Compensation Committee recommended and the Board approved as follows.

  19. Annual Cash Incentive Bonuses

    | Name | 2025 Target Bonus (% of Base Salary) | Realization / Payout | Actual 2025 Bonus Paid in 2026 | | Scott Bibaud | 100% | 0% | $– | | Francis Laurencio | 55% | 43% | $83,958 | | Robert Mears | 50% | 43% | $77,400 |

  20. Annual Cash Incentive Bonuses

    The Company’s achievement of the annual goals set for 2025 was 86%. However, in light of customer setbacks for the Company in 2025 and to align executive incentives with achievement of meaningful commercial outcomes, the Compensation Committee exercised its discretion to reduce cash bonus payouts to our NEOs and other executive officers by 50% and to our CEO by 100%, but provided our CEO, NEOs and other executive officers the opportunity to earn the portion of bonus that was withheld from 2025 if the Company achieves certain milestones in 2026 related to commercialization of our technology. This opportunity to earn the withheld portion of 2025 bonus is in addition to the potential to earn cash bonuses for 2026.

  21. Equity Incentive Compensation

    Equity Incentive Compensation We believe that successful long-term corporate performance is more likely to be achieved with a corporate culture that encourages a long-term focus by our NEOs and other employees through the use of equity awards, the value of which depends on our stock performance. We established our 2017 Stock Incentive Plan and our 2023 Stock Incentive Plan to provide all of our employees, including our NEOs, with incentives to help align our employees’ interests with the interests of our stockholders and to enable them to participate in the long-term appreciation of our stock. Additionally, equity awards provide an important retention tool for all employees, as the awards generally vest over four years following the grant date. All of our equity awards require the recipient to be continuously employed by us in order for the awards to vest. The determination of whether to grant equity, as well as the size of such grants, to our NEOs and other executives involves both objective and subjective assessments by the Compensation Committee and our Board and, with respect to NEOs and executives other than himself, our CEO. Generally, annual equity awards are driven by our desire to retain and motivate our executives. In determining the amount and structure of equity grants, we consider individual performance and contributions during the preceding year as well as the value and remaining vesting schedule of the recipient’s aggregate equity holdings. As with base salary and cash bonuses, in evaluating and determining equity grants to our NEOs and other executives, the Compensation Committee and our Board also consider publicly available data prepared by Compensia at the request of the Compensation Committee from the peer group of companies identified by the Compensation Committee as well as from Compensia’s more broad-based database of compensation practices. Typically, we grant equity awards upon an employee’s hire that vest over a four-year period with a one-year cliff. Awards for new hires are made in the form of stock options for executives and restricted stock units (“RSUs”) for non-executives. In addition, equity awards are typically granted on an annual basis in amounts that depend on position and performance. In the case of most employees who are not NEOs, annual grants are made in the form of time-based RSUs that vest quarterly over four years. In order to promote both retention and alignment of executives’ incentives with the long-term interests of stockholders, in 2025 our Compensation Committee adopted the practice of making annual grants to NEOs and certain other executives consisting of equal numbers of shares of time-based RSU’s and performance-based RSUs (“PSUs”). The time-based RSUs vest in 12 equal quarterly increments over three years. The PSUs vest over performance periods between one and three years. The Compensation Committee adopted a phase-in approach when it began granting PSUs in 2025 with the ultimate objective of having all PSU grants vest over a three-year performance period, which the Committee believes best aligns executives’ incentives with long-term shareholder value creation. In 2025, annual PSU grants to NEOs and other executives were made in three equal tranches, having performance periods of one, two and three years each. Annual PSU grants in 2026 were made in two equal tranches that vest over performance periods of two and three years. By 2027, the Compensation Committee intends for all new PSUs granted to vest in one single tranche over a three-year performance period. Actual grants made in 2027 or any future year are subject to the discretion of the Compensation Committee and the full Board based on a number of factors and may differ from the intent described here. The number of PSUs that are eligible to vest ranges from 0% to 200% of the target number of PSUs and will be based on the Company’s relative total shareholder return (“rTSR”) percentile relative to the total shareholder return (“TSR”) of companies in the Russell 2000 Index during the applicable performance period. Target performance will be achieved if rTSR ranks in the 50th percentile, threshold performance will be achieved if rTSR ranks at or above the 25th percentile and maximum performance will be achieved if rTSR ranks in the 75th percentile or higher. If the rTSR percentile is lower than the 25th percentile, no PSUs will become vested and if the Company’s TSR is negative at the end of the three-year period when compared to the start of the period, the number of PSUs eligible to vest is capped at the target number. The number of PSUs that vest if rTSR falls between the percentile thresholds stated above is determined by linear interpolation. The table below shows the mix of time-based RSUs and PSUs granted to our NEOs in 2025.

  22. Equity Incentive Compensation

    | Name | Time-based RSUs Granted in 2025 | PSUs Granted in 2025(1) | | Scott Bibaud | 102,848 | 102,848 | | Francis Laurencio | 47,472 | 47,472 | | Robert Mears | 39,552 | 39,552 |

  23. Equity Incentive Compensation

    _______ (1) One third of the number of PSUs shown in this table were forfeited as a result of our rTSR for the tranche of shares with a one-year performance period not meeting the 25th-percentile threshold. In March 2026, our Compensation Committee approved a special grant of performance-based stock options (“PSOs”) for certain executives including all of our NEOs. The PSO awards are structured to link the ultimate value of the awards to substantial increases in shareholder value while also promoting retention of the executive team. The Compensation Committee considered the value and future vesting of our executive’s equity holdings, including the expiration of option grants made in connection with our IPO. As described in more detail below, the terms of the PSOs include both time-based and stock-price-based vesting thresholds, and yield value for the recipients only if the Company’s performance generates substantial value for shareholders. The PSOs awarded are divided into three tranches for each recipient vesting with the following performance conditions:

  24. Equity Incentive Compensation

    | • | 25% with a stock price hurdle of $7.50 | | • | 25% with a stock price hurdle of $12.50 | | • | 50% with a stock price hurdle of $20.00 |

  25. Equity Incentive Compensation

    Each tranche would become eligible for time-based vesting and become exercisable if the volume-weighted average price exceeds the applicable performance conditions, or “stock price hurdle”, for 30 consecutive trading days within five years of the approval of the grant. If the performance condition for a tranche is met, 25% of the shares in that tranche will vest one year after the grant date and the remaining shares subject to the tranche will vest over the next three years in equal quarterly amounts, subject to the recipient continuing to be an employee of the Company through each vesting date. No time-based vesting will commence for the PSOs unless and until the performance condition for the applicable tranche is met. By way of example, if the $7.50 performance condition is not met until 18 months after the grant, then 25% plus two quarterly installments will vest at that time and the remainder of the options in that tranche will vest over the next 10 quarters.

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation awarded to or earned by our Chief Executive Officer and our two other highest paid executive officers for the years ended December 31, 2025, 2024 and 2023:

  27. Summary Compensation Table

    | | | Salary | Bonus | Stock Awards | Option Awards | | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | Total | | Scott Bibaud, CEO | 2025 | $459,833 | $396,050 | $1,688,764 | $– | $2,544,647 | | | 2024 | $440,834 | $294,000 | $389,977 | $917,845 | $2,042,656 | | | 2023 | $417,667 | $218,834 | $360,013 | $841,612 | $1,838,126 | | Francis Laurencio, CFO | 2025 | $352,500 | $151,300 | $779,490 | $– | $1,283,290 | | | 2024 | $337,500 | $162,500 | $200,002 | $302,576 | $1,002,578 | | | 2023 | $322,500 | $119,350 | $176,018 | $264,547 | $882,415 | | Robert Mears, CTO | 2025 | $358,000 | $139,374 | $649,444 | $– | $1,146,818 | | | 2024 | $345,000 | $148,500 | $200,002 | $302,576 | $996,078 | | | 2023 | $327,500 | $109,148 | $176,018 | $264,547 | $877,213 |

  28. Summary Compensation Table

    The dollar amounts in the Option Awards and Stock Awards columns above reflect the fair market values of options and shares as of the grant date for the years ended December 31, 2025, 2024 and 2023, in accordance with Accounting Standard Codification (“ASC”) Topic 718, Compensation-Stock Compensation and, therefore, do not necessarily reflect actual benefits received by the individuals. Assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026, in Note 12 to our audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 4, 2025, and in Note 11 to our audited financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024.

  29. Potential Payments upon Termination and Change in Control

    Potential Payments upon Termination and Change in Control In addition to the above-described benefits, Mr. Bibaud’s employment agreement entitles him to equity acceleration in the event of our termination of his employment without cause or his resignation for good reason. All officer employment agreements also entitle the officer to equity acceleration upon both (i) and change in control and (ii) a qualifying termination within a specified timeframe around the change in control. If a qualifying involuntary termination had occurred on December 31, 2025, our NEOs would have been eligible to receive the following amounts:

  30. Potential Payments upon Termination and Change in Control

    | Name | Type of Payment | Termination of Employment ($) | Change in Control ($) | | Scott Bibaud | Cash Severance | $694,200 | $694,200 | | | Bonus | $– | $398,008 | | | Benefits | $32,067 | $32,067 | | | Equity Acceleration | $1,638,966 | $2,082,638 | | Francis Laurencio | Cash Severance | $355,000 | $355,000 | | | Bonus | $– | $167,915 | | | Benefits | $32,290 | $32,290 | | | Equity Acceleration | $– | $869,045 | | Robert Mears | Cash Severance | $360,000 | $360,000 | | | Bonus | $– | $154,800 | | | Benefits | $20,948 | $20,948 | | | Equity Acceleration | $– | $795,205 |

  31. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 Set forth below is information concerning the equity awards held by our NEOs as of December 31, 2025.

  32. Outstanding Equity Awards at December 31, 2025

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Common Stock That Have Not Vested | Market Value of Shares of Common Stock that Have not Vested(2) | | Scott Bibaud | 258,526 | – | $7.01 | 3/20/2027 | 232,810 | $514,510 | | | 165,008 | – | $5.64 | 3/2/2028 | | | | | 192,308 | – | $3.90 | 2/27/2029 | | | | | 323,136 | – | $4.06 | 3/11/2030 | | | | | 39,728 | – | $22.38 | 3/4/2031 | | | | | 73,275 | 4,885 | $14.54 | 2/23/2032 | | | | | 116,952 | 53,160 | $6.56 | 2/23/2033 | | | | | 80,668 | 103,716 | $6.46 | 2/21/2034 | | | | Francis Laurencio | 21,834 | – | $5.70 | 2/23/2026 | 109,633 | $242,289 | | | 136,543 | – | $7.50 | 2/23/2026 | | | | | 48,337 | – | $7.01 | 3/20/2027 | | | | | 50,768 | – | $5.64 | 3/2/2028 | | | | | 17,923 | – | $3.90 | 2/27/2029 | | | | | 89,408 | – | $4.06 | 3/11/2030 | | | | | 13,904 | – | $22.38 | 3/4/2031 | | | | | 24,180 | 1,612 | $14.54 | 2/23/2032 | | | | | 36,762 | 16,710 | $6.56 | 2/23/2033 | | | | | 26,593 | 34,191 | $6.46 | 2/21/2034 | | | | Robert Mears | 18,115 | – | $7.65 | 10/12/2026 | 95,841 | $211,809 | | | 90,843 | – | $7.01 | 3/20/2027 | | | | | 48,656 | – | $5.64 | 3/2/2028 | | | | | 21,041 | – | $3.90 | 2/27/2029 | | | | | 109,872 | – | $4.06 | 3/11/2030 | | | | | 13,904 | – | $22.38 | 3/4/2031 | | | | | 26,385 | 1,759 | $14.54 | 2/23/2032 | | | | | 36,762 | 16,710 | $6.56 | 2/23/2033 | | | | | 26,593 | 34,191 | $6.46 | 2/21/2034 | | |

  33. Outstanding Equity Awards at December 31, 2025

    | (1) All options vest and first become exercisable quarterly over a four-year period commencing with the first quarter after the date of grant. | | (2) Market value based on the closing price of our common stock on December 31, 2025 or $2.21 per share. |

  34. Pay vs. Performance

    Pay vs. Performance The following table sets forth compensation information for our chief executive officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2025, 2024 and 2023.

  35. Pay vs. Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Loss | | 2025 | $2,544,647 | $(1,483,271) | $1,215,054 | $(351,953) | $35.53 | $(20,174,000) | | 2024 | $2,042,656 | $4,395,802 | $999,328 | $1,825,834 | $186.50 | $(18,435,000) | | 2023 | $1,838,126 | $2,400,949 | $879,814 | $1,073,253 | $112.70 | $(19,790,000) |

  36. Pay vs. Performance

    ___________

  37. Pay vs. Performance

    | (1) The dollar amounts reported are the amounts of total compensation reported for our CEO, Scott Bibaud, in the Summary Compensation Table for fiscal years 2025, 2024 and 2023. | | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Bibaud during the applicable year, excluding the reported value for equity awards but including (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information. | | (3) The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, namely Francis Laurencio and Robert Mears, in the Summary Compensation Table for fiscal years 2025, 2024 and 2023. | | (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO in the Summary Compensation Table for fiscal years 2025, 2024 and 2023, excluding the reported value for equity awards but including (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. | | (5) Reflects the cumulative shareholder return, computed in accordance with SEC rules, as of the end of each fiscal year assuming an investment of $100 in our common shares at a price per share equal to $6.22, the closing price of our common stock on December 31, 2022. |

  38. Pay vs. Performance

    To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:

  39. Pay vs. Performance

    | Year | Summary Compensation Table Total for CEO | Reported Value of Equity Awards for CEO(1) | Fair Value as of Year End for Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value Increase or Decrease from Prior Year End for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year End for Awards that Vested during the Year | Compensation Actually Paid to CEO | | 2025 | $2,544,647 | $(1,688,764) | $310,688 | $(1,802,612) | $101,389 | $(948,619) | $(1,483,271) | | 2024 | $2,042,656 | $(1,307,822) | $2,021,005 | $1,331,942 | $158,038 | $149,983 | $4,395,802 | | 2023 | $1,838,126 | $(1,201,625) | $1,051,933 | $251,309 | $254,438 | $206,768 | $2,400,949 |

  40. Pay vs. Performance

    | (1) Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table |

  41. Pay vs. Performance

    To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:

  42. Pay vs. Performance

    | Year | Summary Compensation Table Total for Non-CEO NEOs | Reported Value of Equity Awards for Non-CEO NEOs(1) | Fair Value as of Year End for Awards Granted During the Year | Fair Value Year over Year Increase or Decrease in Unvested Awards Granted in Prior Years | Fair Value Increase or Decrease from Prior Year end for Awards Granted and Vested During the Year | Fair Value Increase or Decrease from Prior Year end for Awards that Vested during the Year | Compensation Actually Paid to Non-CEO NEOs | | 2025 | $1,215,054 | $(714,467) | $131,443 | $(674,337) | $42,896 | $(352,541) | $(351,953) | | 2024 | $999,328 | $(502,578) | $770,476 | $456,147 | $61,105 | $41,356 | $1,825,834 | | 2023 | $879,814 | $(440,565) | $385,230 | $87,282 | $93,105 | $68,387 | $1,073,253 |

  43. Pay vs. Performance

    | (1) Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table |

  44. Compensation of Directors

    Compensation of Directors We do not compensate any of our executive directors for their service as a director. The Compensation Committee reviews director compensation periodically, consulting benchmark data provided by Compensia and recommends changes to the Board, when it deems them appropriate. We pay an annual cash retainer of $35,000 and make an annual equity award with a value of $95,000 to our non-employee directors. Equity grants to non-employee directors will be made on the date of the Annual Meeting and vest on the earlier of one year from the grant or the date of the next year’s Annual Meeting. We also reimburse our non-employee directors for their reasonable expenses incurred in connection with attending our Board and committee meetings. The Chairman of the Board, committee members and committee Chairs receive additional annual cash compensation as follows:

  45. Compensation of Directors

    | Board Position | Annual Retainer | | Chairman of the Board | $30,000 | | Audit Committee Chair | $20,000 | | Audit Committee Member | $10,000 | | Compensation Committee Chair | $15,000 | | Compensation Committee Member | $7,500 | | Nominating and Governance Committee Chair | $10,000 | | Nominating and Governance Committee Member | $5,000 |

  46. Compensation of Directors

    All Board and committee retainers are paid in equal quarterly installments over the course of each year of a director’s service on the Board or applicable committee. Directors who chair more than one committee are paid the rate applicable to the chair of the committee with the highest compensation rate and the compensation rate for any additional committee chaired is the rate payable to a member of such additional committee. Set forth below is a summary of the compensation we paid to our non-employee directors for the year ended December 31, 2025:

  47. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock Award ($) (1) | Total ($) | | John Gerber | $82,500 | $144,181 | $226,681 | | Duy-Loan T. Le | $55,000 | $144,181 | $199,181 | | Suja Ramnath | $52,500 | $144,181 | $196,681 | | Steven Shevick | $60,000 | $144,181 | $204,181 |

  48. Compensation of Directors

    | (1) The dollar amounts in the Stock Awards column above reflect the values of shares as of the grant date for the year ended December 31, 2025, in accordance with ASC 718, Compensation-Stock Compensation and, therefore, do not necessarily reflect actual benefits received by the individuals. |