XML 21 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
SCT Total:
PEO 11,2
CAP:
PEO 11,3
SCT Total:
PEO 21,2
CAP:
PEO 21,3
SCT Total:
PEO 31,2
CAP:
PEO 31,3
Average SCT Total for Non-PEO NEOs1,2
Average CAP to Non-PEO NEOs1,3
Total Stockholder Return4
Net Income
(millions)5
2024$20,769 $20,769 $1,727,316 $1,428,472 $4,481,049 $(4,153,245)$2,052,795 $(612,590)$88.57 $(54.02)
2023$— $— $— $— $4,813,882 $9,308,700 $3,092,664 $5,216,512 $105.83 $(108.05)
2022$— $— $— $— $3,824,972 $(374,651)$3,325,879 $2,399,795 $58.07 $(86.80)
    
Named Executive Officers, Footnote NEOs included in these columns reflect the following individuals:
YearPEONon-PEO NEOs
2024John Kedzierski (“PEO 1”); Michael Ellenbogen (“PEO 2”); Peter George (“PEO 3”) Anil Chitkara, Mark Donohue, Jay Muelhoefer,
2023Peter GeorgeMark Donohue, Jay Muelhoefer
2022Peter GeorgeMark Donohue, Anil Chitkara
    
Peer Group Issuers, Footnote Total Stockholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on December 31, 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends.    
Adjustment To PEO Compensation, Footnote Amounts reflect Summary Compensation Table (“SCT”) Total Pay for our NEOs for each corresponding year.Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the fiscal years ended December 31, 2024 and December 31, 2023, the amounts shown in the tables below were deducted from and added to the total compensation number shown in the SCT. Please refer to our Proxy Statement that was filed on April 15, 2024 in connection with our 2024 Annual Meeting of Stockholders for information regarding how CAP was calculated for the fiscal year ended December 31, 2022.
The SCT and CAP amounts for Mr. George (PEO 3) and Mr. Donohue (non-PEO NEO) for the fiscal year ended December 31, 2023 were adjusted to reflect the repayment of erroneously awarded compensation under the Company’s Clawback Policy as a result of revisions to correct misstatements in previously issued financial statements. See “Recovery of Erroneously Awarded Compensation” for more information.
Reconciliation of SCT Total to CAP for PEO 1Fiscal Year 2024Fiscal Year 2023
Summary Compensation Table Total(A)
$20,769 
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year
— — 
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
— — 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
— — 
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
— — 
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
— — 
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
— — 
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
— — 
Compensation Actually Paid$20,769 $— 
Reconciliation of SCT Total to CAP for PEO 2Fiscal Year 2024Fiscal Year 2023
Summary Compensation Table Total(A)
$1,727,316 
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year
(1,249,995)— 
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
1,209,908 — 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
(222,607)— 
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
114,788 — 
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
(150,938)— 
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
— — 
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
— — 
Compensation Actually Paid$1,428,472 $— 
Reconciliation of SCT Total to CAP for PEO 3Fiscal Year 2024Fiscal Year 2023
Summary Compensation Table Total$4,481,049 $4,813,882 
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year
(3,999,997)(3,749,997)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
— 4,852,659 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
— 1,099,531 
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
367,326 600,897 
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
(450,414)1,691,728 
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
(4,551,209)— 
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
— — 
Compensation Actually Paid$(4,153,245)$9,308,700 
    
Non-PEO NEO Average Total Compensation Amount $ 2,052,795 $ 3,092,664 $ 3,325,879
Non-PEO NEO Average Compensation Actually Paid Amount $ (612,590) 5,216,512 2,399,795
Adjustment to Non-PEO NEO Compensation Footnote Amounts reflect Summary Compensation Table (“SCT”) Total Pay for our NEOs for each corresponding year.Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the fiscal years ended December 31, 2024 and December 31, 2023, the amounts shown in the tables below were deducted from and added to the total compensation number shown in the SCT. Please refer to our Proxy Statement that was filed on April 15, 2024 in connection with our 2024 Annual Meeting of Stockholders for information regarding how CAP was calculated for the fiscal year ended December 31, 2022.
The SCT and CAP amounts for Mr. George (PEO 3) and Mr. Donohue (non-PEO NEO) for the fiscal year ended December 31, 2023 were adjusted to reflect the repayment of erroneously awarded compensation under the Company’s Clawback Policy as a result of revisions to correct misstatements in previously issued financial statements. See “Recovery of Erroneously Awarded Compensation” for more information.
Reconciliation of SCT Total to CAP for Non-PEO NEOsFiscal Year 2024Fiscal Year 2023
Summary Compensation Table Total$2,052,795 $3,092,664 
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year
(1,616,662)(2,724,999)
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
855,001 3,236,686 
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
(202,962)782,756 
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
123,888 176,261 
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
(574,064)653,144 
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
(1,250,587)— 
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
— — 
Compensation Actually Paid$(612,591)$5,216,512 
(A)Messrs. Kedzierski and Ellenbogen were not named executive officers for the fiscal year ended December 31, 2023, and therefore SCT information has only been provided for the fiscal year ended December 31, 2024.
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on 3/4/2024 used an expected term between 4.8 years and 7.4 years, as compared to an expected term of 6.1 years used to calculate the grant date fair value of such awards.
    
Compensation Actually Paid vs. Total Shareholder Return
Relationship between CAP vs. Total Stockholder Returns
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s total stockholder return:
20340965183412
    
Compensation Actually Paid vs. Net Income
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income:
21440476811198
*As restated
    
Total Shareholder Return Amount $ 88.57 105.83 58.07
Net Income (Loss) $ (54,020,000.00) (108,050,000.00) (86,800,000)
Additional 402(v) Disclosure The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.    
John Kedzierski [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 20,769  
PEO Actually Paid Compensation Amount 20,769 0  
Michael Ellenbogen [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 1,727,316  
PEO Actually Paid Compensation Amount 1,428,472 0  
Non-PEO NEO Average Total Compensation Amount 2,052,795 3,092,664  
Non-PEO NEO Average Compensation Actually Paid Amount (612,591) 5,216,512  
Peter George [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 4,481,049 4,813,882 3,824,972
PEO Actually Paid Compensation Amount (4,153,245) 9,308,700 $ (374,651)
PEO | John Kedzierski [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0  
PEO | John Kedzierski [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 0 0  
PEO | John Kedzierski [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 0 0  
PEO | John Kedzierski [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0  
PEO | John Kedzierski [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 0 0  
PEO | John Kedzierski [Member] | 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 0 0  
PEO | John Kedzierski [Member] | 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  
PEO | Michael Ellenbogen [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,249,995) 0  
PEO | Michael Ellenbogen [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 1,209,908 0  
PEO | Michael Ellenbogen [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 (222,607) 0  
PEO | Michael Ellenbogen [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 114,788 0  
PEO | Michael Ellenbogen [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 (150,938) 0  
PEO | Michael Ellenbogen [Member] | 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 0 0  
PEO | Michael Ellenbogen [Member] | 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  
PEO | Peter George [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,999,997) (3,749,997)  
PEO | Peter George [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 0 4,852,659  
PEO | Peter George [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 0 1,099,531  
PEO | Peter George [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 367,326 600,897  
PEO | Peter George [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 (450,414) 1,691,728  
PEO | Peter George [Member] | 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 (4,551,209) 0  
PEO | Peter George [Member] | 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  
Non-PEO NEO | Michael Ellenbogen [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,616,662) (2,724,999)  
Non-PEO NEO | Michael Ellenbogen [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 855,001 3,236,686  
Non-PEO NEO | Michael Ellenbogen [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 (202,962) 782,756  
Non-PEO NEO | Michael Ellenbogen [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 123,888 176,261  
Non-PEO NEO | Michael Ellenbogen [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 (574,064) 653,144  
Non-PEO NEO | Michael Ellenbogen [Member] | 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 (1,250,587) 0  
Non-PEO NEO | Michael Ellenbogen [Member] | 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