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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay versus Performance         

 

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as defined by SEC rules) and certain financial performance metrics of the Company for the last two fiscal years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both as previously reported in our SCT, as well as the adjusted values required in this section for the 2023, 2022 and 20221calendar years. The Board did not consider the pay versus performance disclosure when making its incentive compensation decisions.

 

The following table sets for the information concerning the compensation of our principal executive officer, or “PEO”, and the compensation of our other NEO for each of the years ending December 31, 2023, 2022 and 2021, as such compensation relates to our financial performance for each such year. The PEO for each of the years presented within the following tables was Rowland Perkins, Chief Executive Officer and Director. The other NEO for each of the years presented was Anton J. Drescher, Chief Financial Officer and Director.

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)
             

Year

SCT Total

for PEO

Compensation

Actually Paid to

PEO(1)

Average

SCT Total

for Non-

PEO NEO

Average

Compensation

Actually Paid to

Non-PEO

NEO(2)

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return(3)

Net Loss

(Dollars in

thousands)

2023

$180

Nil

$149,041

$148,500

$34.48

$589

2022

$5,883

Nil

$152,648

$135,000

$14.80

$1,609

2021

$18,908

Nil

$56,723

Nil

$239.02

$1,993
   
PEO Total Compensation Amount $ 180 $ 5,883 $ 18,908
PEO Actually Paid Compensation Amount $ 0 0 0
Adjustment To PEO Compensation, Footnote
 

(1)

The dollar amounts reported for the PEO under “Compensation Actually Paid” represent the amount of “Compensation Actually Paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the PEO’s total compensation for each year to determine the compensation actually paid:

 

 

Adjustments to Determine Compensation “Actually Paid” for PEO

    

2023

    

2022

    

2021

  

Deduction for Amounts Reported under the “Stock Awards” Column in the SCT

       180     $ 5,883     $ 18,908  

Deduction for Amounts Reported under the “Option Awards” Columns in the SCT

       -       -       -  

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

       -       -       -  

Increase for Fair Value of Awards Granted during year that Vest during year

       -       -       -  

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end

       -       (3,126 )     (12,706 )

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

       180       (2,757 )     (6,202 )

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

       -       -       -  

Increase based upon Incremental Fair Value of Awards Modified during year

       -       -       -  

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

       -       -       -  
Total Adjustments       Nil     $ Nil     $ Nil  

 

    
Non-PEO NEO Average Total Compensation Amount $ 149,041 152,648 56,723
Non-PEO NEO Average Compensation Actually Paid Amount $ 148,500 135,000 0
Adjustment to Non-PEO NEO Compensation Footnote
 

(2)

The dollar amounts reported for the NEO under “Compensation Actually Paid’ represent the amount of “Compensation Actually Paid” to the NEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEO’s total compensation for each year to determine the compensation actually paid:

 

Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEO

    

2023

    

2022

    

2021

  

Deduction for Amounts Reported under the “Stock Awards” Column in the SCT

       149,041     $ 152,648     $ 56,723  

Deduction for Amounts Reported under the “Option Awards” Columns in the SCT

       -       -       -  

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end

       -       -       -  

Increase for Fair Value of Awards Granted during year that Vest during year

       -       -       -  

Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end

       -       (9,377 )     (38,116 )

Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year

       541       (8,271 )     (18,607 )

Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year

       -       -       -  

Increase based upon Incremental Fair Value of Awards Modified during year

       -       -       -  

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

       -       -       -  

Compensation Actually Paid

       148,500     $ 135,000    

$

 Nil  

 

 

(3)

For purposes of calculating the cumulative total shareholder return, the measurement period is the market close on the last trading day of 2022, through and including the end of the year for which cumulative total shareholder return is being calculated.
   
Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay Versus Performance Tables

 

Because we are a development stage technology company, we did not have any revenue from continuing operations during the periods presented. Consequently, we have not historically focused on net income (loss) as a performance measure for our executive compensation programs. In 2021, 2022 and 2023, our net loss improved from approximately $1.993 million in 2021 to approximately $1.609 million in 2022 to approximately $0.59 million in 2023 and during the same periods the compensation actually paid to our PEO was $Nil in each of 2023, 2022 and 2021 and compensation actually paid to our other NEO increased from $Nil in 2021 to $135,000 in 2022 and to $148,500 in 2023.

 

 

The following graph shows the compensation actually paid to Mr. Perkins and the amount of compensation actually paid to Mr. Drescher during the periods presented and total shareholder return over those periods. Total Shareholder return was negative during 2021, 2022 and 2023. Mr. Perkins’ compensation remained unchanged year over year and the amount of compensation actually paid to Mr. Dresher increased year over year.

 

chart01.jpg

 

We utilize performance measures to align executive compensation with performance, but those tend not to be financial performance measures, such as total shareholder return. For example, as described in more detail above in the section “Executive Compensation – Compensation Discussion and Analysis,” our named executive officers are eligible to receive short term bonuses which are designed to provide appropriate incentives to our executives to achieve defined annual individual and corporate goals. Additionally, we believe stock options, which are an integral part of our executive compensation program, are closely related to the Company’s performance, although not directly tied to total shareholder return, because their value is directly correlated to the market price of our Common Shares and requires that the executive officer continues in our employment over the vesting period. As such, these stock option awards strongly align our executive officers’ interests with those of our Shareholders by providing a continuing financial incentive to maximize long-term value for our Shareholders and by encouraging our executive officers to continue in our employment for the long-term.

    
Total Shareholder Return Amount $ 34.48 14.8 239.02
Net Income (Loss) 589,000 1,609,000 1,993,000
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | 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 0 (3,126) (12,706)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 180 (2,757) (6,202)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Deduction For Amounts Reported Under The Option Awards Columns In The SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Increase For Fair Value Of Awards Granted During Year That Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Deduction Of Fair Value Of Awards Granted Prior To Year That Were Forfeited During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Increase Based Upon Incremental Fair Value Of Awards Modified During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 0 0 0
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 0 (9,377) (38,116)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 541 (8,271) (18,607)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Deduction For Amounts Reported Under The Option Awards Columns In The SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Increase For Fair Value Of Awards Granted During Year That Vested During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Deduction Of Fair Value Of Awards Granted Prior To Year That Were Forfeited During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Increase Based Upon Incremental Fair Value Of Awards Modified During Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0