Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2024
Aug. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers, or PEOs and our other NEOs, or Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The Compensation Committee undertakes to maintain an overall compensation structure designed to attract, retain and motivate management and employees by providing appropriate incentives based on individual contribution and performance and avoiding undue emphasis on short-term market value. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.

 

Year

 

Summary
Compensation
Table Total for
PEO(1)
$

 

 

Summary
Compensation
Table Total for
PEO(2)
$

 

 

Compensation
Actually Paid to
PEO (1)(4)
$

 

 

Compensation
Actually Paid to
PEO (2)(4)
$

 

 

Average Summary
Compensation
Table Total for
Non-PEO NEOs(3)
$

 

 

Average
Compensation
Actually Paid to
Non-PEO NEOs
$

 

 

Value of Initial
Fixed $100
Investment Based
on Total
Shareholder
Return(5)
$`

 

 

Net
Income/(Loss)
$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024

 

 

1,735,552

 

 

 

2,518,977

 

 

 

1,486,755

 

 

 

2,199,924

 

 

 

1,148,588

 

 

 

1,618,927

 

 

 

43.46

 

 

 

(39,827,000

)

2023

 

 

—

 

 

 

1,697,957

 

 

 

—

 

 

 

1,635,000

 

 

 

1,276,685

 

 

 

1,236,370

 

 

 

50.86

 

 

 

(29,815,000

)

2022

 

 

—

 

 

 

1,504,795

 

 

 

—

 

 

 

1,069,416

 

 

 

1,192,669

 

 

 

861,361

 

 

 

30.25

 

 

 

(42,350,000

)

 

(1)
Richard Stewart is our Chief Executive Officer and has been our PEO since August 2024; he was a non-PEO NEO in 2022, 2023 and 2024 (until August).
(2)
John Bencich was our PEO in 2022, 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024.
(3)
Cindy Jacobs was a non-PEO NEO in 2022, 2023 and 2024. Mark Oki has been a non-PEO NEO since December 2024.
(4)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards columns are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
(5)
Represents the cumulative total return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2021 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported.

 

Year

 

Summary
Compensation
Table Total
for PEO
($)(1)

 

 

Summary
Compensation
Table Total
for PEO
($)(2)

 

 

Exclusion of
Stock Awards
and Option
Awards for PEO
($)(1)

 

 

Exclusion of
Stock Awards
and Option
Awards for PEO
($)(2)

 

 

Inclusion of
Equity Values
for PEO
($)(1)

 

 

Inclusion of
Equity Values
for PEO
($)(2)

 

 

Compensation
Actually Paid
to PEO
($)(1)

 

Compensation
Actually Paid
to PEO
($)(2)

 

2024

 

 

1,735,552

 

 

 

2,518,977

 

 

 

(843,420

)

 

 

(1,054,275

)

 

 

594,623

 

 

 

735,222

 

 

 

1,486,755

 

 

2,199,924

 

2023

 

 

—

 

 

 

1,697,957

 

 

 

—

 

 

 

(916,207

)

 

 

—

 

 

 

853,250

 

 

 

—

 

 

1,635,000

 

2022

 

 

—

 

 

 

1,504,795

 

 

 

—

 

 

 

(771,670

)

 

 

—

 

 

 

336,291

 

 

 

—

 

 

1,069,416

 
(1)
Richard Stewart is our Chief Executive Officer and has been our PEO since August 2024; he was a non-PEO NEO in 2022, 2023 and 2024 (until August).
(2)
John Bencich was our PEO in 2022, 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024.

 

Year

 

Average Summary
Compensation
Table Total
for Non-PEO
NEOs
($)

 

 

Average Exclusion
of Stock Awards
and Option
Awards for
Non-PEO NEOs
($)

 

 

Average Inclusion
of Equity Values
for Non-PEO NEOs
($)

 

 

Average Compensation
Actually Paid to
Non-PEO NEOs
($)

 

2024

 

 

1,148,588

 

 

 

(745,288

)

 

 

1,215,627

 

 

 

1,618,927

 

2023

 

 

1,276,685

 

 

 

(618,440

)

 

 

578125

 

 

 

1,236,370

 

2022

 

 

1,192,669

 

 

 

(598,044

)

 

 

266,736

 

 

 

861,361

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables for each of Richard Stewart and John Bencich, respectively:

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of Unvested
Equity Awards
for PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During
Year for PEO
($)

 

 

Total -
Inclusion
of Equity
Values for
PEO
($)

 

2024

 

 

675,387

 

 

 

(66,747

)

 

 

—

 

 

 

(14,017

)

 

 

—

 

 

 

594,623

 

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of Unvested
Equity Awards
for PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During
Year for PEO
($)

 

 

Total -
Inclusion
of Equity
Values for
PEO
($)

 

2024

 

 

616,000

 

 

 

—

 

 

 

152,156

 

 

 

(32,934

)

 

 

—

 

 

 

735,222

 

2023

 

 

740,911

 

 

 

(8,318

)

 

 

—

 

 

 

120,657

 

 

 

—

 

 

 

853,250

 

2022

 

 

413,664

 

 

 

(89,088

)

 

 

—

 

 

 

11,716

 

 

 

—

 

 

 

336,291

 

 

 

Year

 

Average Year-
End Fair Value
of Equity
Awards
Granted
During Year
That Remained
Unvested as of
Last Day of
Year for Non-
PEO NEOs
($)

 

 

Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Non-PEO
NEOs
($)

 

 

Average Vesting-
Date Fair Value
of Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)

 

 

Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Non-PEO
NEOs
($)

 

 

Average Fair
Value at Last
Day of Prior
Year of Equity
Awards Forfeited
During Year
for Non-
PEO NEOs
($)

 

 

Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)

 

2024

 

 

1,278,736

 

 

 

(53,100

)

 

 

—

 

 

 

(10,009

)

 

 

—

 

 

 

1,215,627

 

2023

 

 

500,115

 

 

 

(3,409

)

 

 

—

 

 

 

81,419

 

 

 

—

 

 

 

578,125

 

2022

 

 

320,590

 

 

 

(57,034

)

 

 

—

 

 

 

3,180

 

 

 

—

 

 

 

266,736

 
   
Named Executive Officers, Footnote    
(1)
Richard Stewart is our Chief Executive Officer and has been our PEO since August 2024; he was a non-PEO NEO in 2022, 2023 and 2024 (until August).
(2)
John Bencich was our PEO in 2022, 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024.
(3)
Cindy Jacobs was a non-PEO NEO in 2022, 2023 and 2024. Mark Oki has been a non-PEO NEO since December 2024.
    
Adjustment To PEO Compensation, Footnote    
(5)
Represents the cumulative total return on $100 invested in the Company’s common stock as of the last day of public trading of the Company’s common stock in fiscal year 2021 through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported.

 

Year

 

Summary
Compensation
Table Total
for PEO
($)(1)

 

 

Summary
Compensation
Table Total
for PEO
($)(2)

 

 

Exclusion of
Stock Awards
and Option
Awards for PEO
($)(1)

 

 

Exclusion of
Stock Awards
and Option
Awards for PEO
($)(2)

 

 

Inclusion of
Equity Values
for PEO
($)(1)

 

 

Inclusion of
Equity Values
for PEO
($)(2)

 

 

Compensation
Actually Paid
to PEO
($)(1)

 

Compensation
Actually Paid
to PEO
($)(2)

 

2024

 

 

1,735,552

 

 

 

2,518,977

 

 

 

(843,420

)

 

 

(1,054,275

)

 

 

594,623

 

 

 

735,222

 

 

 

1,486,755

 

 

2,199,924

 

2023

 

 

—

 

 

 

1,697,957

 

 

 

—

 

 

 

(916,207

)

 

 

—

 

 

 

853,250

 

 

 

—

 

 

1,635,000

 

2022

 

 

—

 

 

 

1,504,795

 

 

 

—

 

 

 

(771,670

)

 

 

—

 

 

 

336,291

 

 

 

—

 

 

1,069,416

 
(1)
Richard Stewart is our Chief Executive Officer and has been our PEO since August 2024; he was a non-PEO NEO in 2022, 2023 and 2024 (until August).
(2)
John Bencich was our PEO in 2022, 2023 and 2024 (until August); he was our Chief Executive Officer from September 2020 to August 2024.

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables for each of Richard Stewart and John Bencich, respectively:

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of Unvested
Equity Awards
for PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During
Year for PEO
($)

 

 

Total -
Inclusion
of Equity
Values for
PEO
($)

 

2024

 

 

675,387

 

 

 

(66,747

)

 

 

—

 

 

 

(14,017

)

 

 

—

 

 

 

594,623

 

 

Year

 

Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of Unvested
Equity Awards
for PEO
($)

 

 

Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)

 

 

Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for PEO
($)

 

 

Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During
Year for PEO
($)

 

 

Total -
Inclusion
of Equity
Values for
PEO
($)

 

2024

 

 

616,000

 

 

 

—

 

 

 

152,156

 

 

 

(32,934

)

 

 

—

 

 

 

735,222

 

2023

 

 

740,911

 

 

 

(8,318

)

 

 

—

 

 

 

120,657

 

 

 

—

 

 

 

853,250

 

2022

 

 

413,664

 

 

 

(89,088

)

 

 

—

 

 

 

11,716

 

 

 

—

 

 

 

336,291

 

 

    
Non-PEO NEO Average Total Compensation Amount     $ 1,148,588 $ 1,276,685 $ 1,192,669
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,618,927 1,236,370 861,361
Adjustment to Non-PEO NEO Compensation Footnote    

Year

 

Average Summary
Compensation
Table Total
for Non-PEO
NEOs
($)

 

 

Average Exclusion
of Stock Awards
and Option
Awards for
Non-PEO NEOs
($)

 

 

Average Inclusion
of Equity Values
for Non-PEO NEOs
($)

 

 

Average Compensation
Actually Paid to
Non-PEO NEOs
($)

 

2024

 

 

1,148,588

 

 

 

(745,288

)

 

 

1,215,627

 

 

 

1,618,927

 

2023

 

 

1,276,685

 

 

 

(618,440

)

 

 

578125

 

 

 

1,236,370

 

2022

 

 

1,192,669

 

 

 

(598,044

)

 

 

266,736

 

 

 

861,361

 

 

Year

 

Average Year-
End Fair Value
of Equity
Awards
Granted
During Year
That Remained
Unvested as of
Last Day of
Year for Non-
PEO NEOs
($)

 

 

Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
for Non-PEO
NEOs
($)

 

 

Average Vesting-
Date Fair Value
of Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($)

 

 

Average Change
in Fair Value
from Last Day
of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for Non-PEO
NEOs
($)

 

 

Average Fair
Value at Last
Day of Prior
Year of Equity
Awards Forfeited
During Year
for Non-
PEO NEOs
($)

 

 

Total - Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)

 

2024

 

 

1,278,736

 

 

 

(53,100

)

 

 

—

 

 

 

(10,009

)

 

 

—

 

 

 

1,215,627

 

2023

 

 

500,115

 

 

 

(3,409

)

 

 

—

 

 

 

81,419

 

 

 

—

 

 

 

578,125

 

2022

 

 

320,590

 

 

 

(57,034

)

 

 

—

 

 

 

3,180

 

 

 

—

 

 

 

266,736

 
   
Compensation Actually Paid vs. Total Shareholder Return    

Compensation Actually Paid (Cap) and TSR

As shown in the following graph, the compensation actually paid or CAP, to each of Mr. Stewart and Mr. Bencich and the average amount of compensation actually paid to our Non – PEO NEOs during the periods presented are negatively correlated. We do utilize several performance measures to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. For example, part of the compensation our named executive officers are eligible to receive consists of annual performance-based cash bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. Additionally, we view stock options, which are an integral part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term.

 

img228350020_1.jpg

    
Compensation Actually Paid vs. Net Income    

Compensation Actually Paid and Net Income/(Loss)

Because we are not a commercial-stage company, we did not have any revenue during the periods presented and our company has not historically looked to net income (loss) as a performance measure for our executive compensation program.

img228350020_2.jpg

    
Tabular List, Table    

Pay Versus Performance Table

The illustrations below provide a graphical description of compensation actually paid (as calculated in accordance with the SEC rules) and the following measures: (i) our cumulative total shareholder return, or TSR; and (ii) our net income/(loss).

    
Total Shareholder Return Amount     $ 43.46 50.86 30.25
Net Income (Loss)     $ (39,827,000) $ (29,815,000) $ (42,350,000)
PEO Name Richard Stewart John Bencich   John Bencich John Bencich
Measure:: 1          
Pay vs Performance Disclosure          
Name     cumulative total shareholder return, or TSR    
Measure:: 2          
Pay vs Performance Disclosure          
Name     net income/(loss)    
Richard Stewart [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 1,735,552    
PEO Actually Paid Compensation Amount     1,486,755    
John Bencich [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     2,518,977 $ 1,697,957 $ 1,504,795
PEO Actually Paid Compensation Amount     2,199,924 1,635,000 1,069,416
PEO | Richard Stewart [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (843,420)    
PEO | Richard Stewart [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     594,623    
PEO | Richard Stewart [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     675,387    
PEO | Richard Stewart [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (66,747)    
PEO | Richard Stewart [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (14,017)    
PEO | John Bencich [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,054,275) (916,207) (771,670)
PEO | John Bencich [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     735,222 853,250 336,291
PEO | John Bencich [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     616,000 740,911 413,664
PEO | John Bencich [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount       (8,318) (89,088)
PEO | John Bencich [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     152,156    
PEO | John Bencich [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (32,934) 120,657 11,716
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (745,288) (618,440) (598,044)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     1,215,627 578,125 266,736
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     1,278,736 500,115 320,590
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (53,100) (3,409) (57,034)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (10,009) $ 81,419 $ 3,180