XML 8 R2.htm IDEA: XBRL DOCUMENT v3.24.3
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

 

In August 2022, the SEC adopted final rules to require companies to disclose information about the relationship between executive compensation actually paid and certain financial performance of the company. The information below is provided pursuant to Item 402(v) of SEC Regulation S-K with respect to "smaller reporting companies" as that term is defined at Item 10(f)(1) of SEC Regulation S-K.

 

(a)

 

(b) Summary Comp Table Total for PEO

   

(c) Comp. Actually Paid to PEO

   

(d) Average Summary Comp. Table for Non-PEO NEOs

   

(e) Average Comp. Actually Paid to Non-PEO NEOs

   

(f) Value of Initial Fixed $100 Investment Based On Total Shareholder Return

   

(g) Net

 

Year

 

($)(1)

   

($)(2)

   

($)(3)

   

($) (4)

   

($) (5)

   

Income (Loss)

 

2021

  $ 455,000     $ 455,000     $ 464,000     $ 353,000     $ 20.04     $ (9,755,000 )

2022

  $ 451,000     $ 451,000     $ 210,000     $ 135,000     $ 2.29     $ (21,841,000 )

2023

  $ 699,000     $ 699,000     $ 443,000     $ 443,000     $ 0.26     $ (4,384,000 )

 

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Holst (Chief Executive Officer) for each corresponding year in the "Total" column of the Summary Compensation Table. See "Executive Compensation - Summary Compensation Table."

(2)

The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Holst as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which prescribes certain specified additions and subtractions from the amount in column (b). In accordance with the requirements of Item 401(v)(2)(iii) of Regulation S-K, there were no adjustments required to be made to Mr. Holst's total compensation for each year to determine the compensation actually paid.

 

 

(3)

The dollar amounts reported in column (d) represent the average amounts reported for the Company's named executive officers as a group (excluding Mr. Holst) in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Holst) included for purposes of calculating the average amounts in each applicable year are as follows: (a) for 2023, Mr. Clark, for 2022, Mr. Clark and Mr. Hawkes (who separated from service with the Company on March 4, 2022), and (b) for 2021 Mr. Clark and Mr. Hawkes.

(4)

The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the named executive officers as a group (excluding Mr. Holst) as computed in accordance with Item 402(v)(2)(iii) of SEC Regulation S-K, which prescribes certain specified additions and subtractions from the amount in column (d). In accordance with the requirements of Item 401(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Holst) for each year to determine the compensation actually paid:

 

For 2022:

 

We subtracted the $75,000 reflecting the average for the named executive officers as a group (excluding Mr. Holst) of awards granted to Mr. Hawkes in prior fiscal years for which there was a failure to meet the applicable vesting conditions during 2022.

 

For 2021:

 

We subtracted $186,000 reflecting the average for the named executive officers as a group (excluding Mr. Host) of awards of stock options to Mr. Hawkes during 2021 as disclosed in the column "stock awards" of the Summary Compensation Table, as reported for the proxy statement for the year ended December 31, 2021; and

 

We added $75,000 reflecting the average of the named executive officers as a group (excluding Mr. Holst) of the fair value during 2021 of stock options issued in 2021 to Mr. Hawkes that were outstanding and unvested at the end of fiscal 2021.

(5)

Total Shareholder Return is determined based on the value of an initial fixed investment in the Company’s common stock of $100 on December 31, 2020 and calculated in accordance with Item 201(e) of SEC Regulation S-K.

(6)

The dollar amounts reported in column (g) represent the amount of net income reflected in our consolidated audited financial statements for the applicable year.

   
PEO Total Compensation Amount $ 699,000,000 $ 451,000,000 $ 455,000,000
PEO Actually Paid Compensation Amount 699,000,000 451,000,000 455,000,000
Non-PEO NEO Average Total Compensation Amount 443,000,000 210,000,000 464,000,000
Non-PEO NEO Average Compensation Actually Paid Amount 443,000,000 135,000,000 353,000,000
Total Shareholder Return Amount 260 2,290 20,040.00
Net Income (Loss) $ (4,384,000,000) $ (21,841,000,000) $ (9,755,000,000)