$ 1,803,270

$ 475,338

$ 506,177

Adjustment To PEO Compensation, Footnote

(2) Represents the amount of “compensation actually paid” to our PEO and Former 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 our PEO and Former PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO and Former PEO’s total compensation for each year to determine the “compensation actually paid”:

	Year	Reported Summary Compensation Table Total for PEO ($)		Reported Value of Option and Stock Awards (a)(b) ($)			Equity Award Adjustments (b) ($)		Compensation Actually Paid to PEO ($)
John M. Suzuki, PEO	2024	$	1,803,270	$	(1,532,842)		$	1,822,303	$	2,092,731
	2023	$	475,338	$	(154,911	)	$	217,685	$	538,112
	2022	$	506,177	$	(128,805	)	$	195,932	$	573,304
Timothy A. Vitou, Former PEO	2023	$	316,855		—		$	24,896	$	341,751
	2022	$	374,417	$	(47,550	)	$	82,095	$	408,962

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b) In order to calculate the compensation “actually paid” to our PEO and Former PEO, we are required under the SEC rules to subtract from the value in the Summary Compensation Table the grant date fair value of equity awards, and add back the following:

(i)

the year-end fair value of any equity awards in the applicable year that are outstanding and unvested as of the end of the year;

(ii)

the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii)

for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;

(iv)

for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

(v)

for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and

(vi)

the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

The amounts deducted or added in calculating the equity award adjustments are as follows:

	Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)		Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)		Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($)		Total Equity Award Adjustments
John M. Suzuki, PEO	2024	$	1,409,396	$	289,488	$	123,442	$	(23)	$	—		$	—	$	1,822,303
	2023	$	75,941	$	3,603	$	59,621	$	78,520	$	—		$	—	$	217,685
	2022	$	147,283	$	—	$	48,648	$	—	$	—		$	—	$	195,932
Timothy A. Vitou, Former PEO	2023	$	—	$	—	$	—	$	24,896	$	—		$	—	$	24,896
	2022	$	72,820	$	5,634	$	7,570	$	1,867	$	(5,796	)	$	—	$	82,095

(3) Represents the average of the amounts reported for our NEOs as a group (excluding our PEO and our Former PEO) in each applicable year in the “Total” column of the Summary Compensation Table above (the “Non‑PEO NEOs”). For 2024, the Non-PEO NEOs are Scott A. Malmanger and Branko Avanic. For 2023, the Non-PEO NEOs are Scott A. Malmanger, Randy Willis and Branko Avanic. For 2022, the Non-PEO NEOs are William P. Kelly, Scott A. Malmanger, Randy Willis and Branko Avanic.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 871,289

285,645

285,655

Compensation Actually Paid vs. Net Income

Analysis of the Information Presented in the Pay versus Performance Table

The chart below demonstrates the relationship between (i) compensation actually paid to our PEO and the average amount of compensation actually paid to the non-PEO NEOs and (ii) the Company’s net income (loss) for each of 2024, 2023, and 2022.