Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

v3.25.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 5 Months Ended 7 Months Ended 9 Months Ended 12 Months Ended
Mar. 28, 2022
May 17, 2024
Dec. 31, 2024
Dec. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table        
PAY VERSUS PERFORMANCE
The following table sets forth additional compensation information of our Chief Executive Officer (referred to as our “PEO” in this section) and of the average of our other NEOs (the “Non-PEO NEOs”) along with total shareholder return and net loss for 2024, 2023 and 2022:
Year
Summary
Compensation
Table Total
for 2024
PEO(1)
($)
Compensation
Actually
Paid to 2024
PEO(2)
($)
Summary
Compensation
Table Total
for Former
PEO(1)
Compensation
Actually
Paid to
Former
PEO(2)
Summary
Compensation
Table Total
for Former
PEO(1)
Compensation
Actually
Paid to
Former
PEO(2)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)
($)
Average
Compensation
Actually
Paid to
Non-PEO
NEOs(2)
($)
Value of
Initial
Fixed $100
Investment
Based on:
Total
Shareholder
Return(3)
($)
Net
Income
(Loss)
($)
2024
274,864
247,511
168,891
24,495
178,963
133,557
0.0
(15,849,805)
2023
569,114
113,661
396,715
235,999
6.1
(8,132,167)
2022
837,238
912,428
189,118
194,131
408,171
304,596
18.0
(10,362,662)
(1)
For 2024, the PEO was Kyle Udseth until May 17, 2024, and Scott Maskin beginning May 17, 2024, and the Non-PEO NEOs were Eric Ingvaldson until August 28, 2024, Andy Childs beginning August 28, 2024, James Brennan, and Kristin Hlavka. For 2023, the PEO was Kyle Udseth, and the Non-PEO NEOs were Eric Ingvaldson and Kristin Hlavka. For 2022, the PEO was Roger H.D. Lacey until March 28, 2022, and Kyle Udseth, beginning March 28, 2022, and the Non-PEO NEOs were Eric Ingvaldson and Kristin Hlavka.
(2)
A reconciliation of Total Compensation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEOs and our Non-PEO NEOs (as an average) is shown below:
(3)
Total shareholder return (“TSR”) as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2021 through and including the end of the fiscal year for each year reported in the table.
Adjustments
2024 PEO
($)
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2024 Compensation from SCT
274,864
168,891
178,963
Subtraction: Stock Awards and Option Awards reported in SCT
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(13,686)
(11,589)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*
(13,667)
(57,350)
(11,315)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
(87,046)
(22,502)
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2024 (as calculated)
247,511
24,495
133,557
Adjustments
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2023 Compensation from SCT
569,114
396,715
Subtraction: Stock Awards and Option Awards reported in SCT
151,072
109,527
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
63,214
45,830
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(264,304)
(69,747)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(103,291)
(27,272)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2023 (as calculated)
113,661
235,999
Adjustments
Former
PEO
(Udseth)
($)
Former
PEO
(Lacey)
($)
Average of
Non-PEO
NEOs
($)
Total 2022 Compensation from SCT
837,238
189,118
408,171
Subtraction: Stock Awards and Option Awards reported in SCT and value of “Acceleration of Stock Options and Restricted Stock Units” as reported in SCT under All Other Compensation*
455,696
30,380
243,670
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
530,886
35,393
140,095
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2022 (as calculated)
912,428
194,131
304,596
   
Named Executive Officers, Footnote        
(1)
For 2024, the PEO was Kyle Udseth until May 17, 2024, and Scott Maskin beginning May 17, 2024, and the Non-PEO NEOs were Eric Ingvaldson until August 28, 2024, Andy Childs beginning August 28, 2024, James Brennan, and Kristin Hlavka. For 2023, the PEO was Kyle Udseth, and the Non-PEO NEOs were Eric Ingvaldson and Kristin Hlavka. For 2022, the PEO was Roger H.D. Lacey until March 28, 2022, and Kyle Udseth, beginning March 28, 2022, and the Non-PEO NEOs were Eric Ingvaldson and Kristin Hlavka.
   
Adjustment To PEO Compensation, Footnote        
(3)
Total shareholder return (“TSR”) as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2021 through and including the end of the fiscal year for each year reported in the table.
Adjustments
2024 PEO
($)
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2024 Compensation from SCT
274,864
168,891
178,963
Subtraction: Stock Awards and Option Awards reported in SCT
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(13,686)
(11,589)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*
(13,667)
(57,350)
(11,315)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
(87,046)
(22,502)
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2024 (as calculated)
247,511
24,495
133,557
Adjustments
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2023 Compensation from SCT
569,114
396,715
Subtraction: Stock Awards and Option Awards reported in SCT
151,072
109,527
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
63,214
45,830
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(264,304)
(69,747)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(103,291)
(27,272)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2023 (as calculated)
113,661
235,999
Adjustments
Former
PEO
(Udseth)
($)
Former
PEO
(Lacey)
($)
Average of
Non-PEO
NEOs
($)
Total 2022 Compensation from SCT
837,238
189,118
408,171
Subtraction: Stock Awards and Option Awards reported in SCT and value of “Acceleration of Stock Options and Restricted Stock Units” as reported in SCT under All Other Compensation*
455,696
30,380
243,670
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
530,886
35,393
140,095
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2022 (as calculated)
912,428
194,131
304,596
   
Non-PEO NEO Average Total Compensation Amount         $ 178,963 $ 396,715 $ 408,171
Non-PEO NEO Average Compensation Actually Paid Amount         $ 133,557 235,999 304,596
Adjustment to Non-PEO NEO Compensation Footnote        
(3)
Total shareholder return (“TSR”) as calculated is based on a fixed investment of $100 measured from the market close on December 31, 2021 through and including the end of the fiscal year for each year reported in the table.
Adjustments
2024 PEO
($)
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2024 Compensation from SCT
274,864
168,891
178,963
Subtraction: Stock Awards and Option Awards reported in SCT
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(13,686)
(11,589)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year*
(13,667)
(57,350)
(11,315)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
(87,046)
(22,502)
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2024 (as calculated)
247,511
24,495
133,557
Adjustments
Former
PEO
(Udseth)
($)
Average of
Non-PEO
NEOs
($)
Total 2023 Compensation from SCT
569,114
396,715
Subtraction: Stock Awards and Option Awards reported in SCT
151,072
109,527
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
63,214
45,830
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
(264,304)
(69,747)
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(103,291)
(27,272)
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2023 (as calculated)
113,661
235,999
Adjustments
Former
PEO
(Udseth)
($)
Former
PEO
(Lacey)
($)
Average of
Non-PEO
NEOs
($)
Total 2022 Compensation from SCT
837,238
189,118
408,171
Subtraction: Stock Awards and Option Awards reported in SCT and value of “Acceleration of Stock Options and Restricted Stock Units” as reported in SCT under All Other Compensation*
455,696
30,380
243,670
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at covered year-end
530,886
35,393
140,095
Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at covered year-end
Addition: Vesting date fair value of awards granted and vesting during the covered year
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered year
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year
Compensation Actually Paid for 2022 (as calculated)
912,428
194,131
304,596
   
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs TSR
   
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs Net Income (Loss)
   
Total Shareholder Return Amount         $ 0 6.1 18
Net Income (Loss)         (15,849,805) $ (8,132,167) (10,362,662)
PEO Name Roger H.D. Lacey Kyle Udseth Scott Maskin Kyle Udseth   Kyle Udseth  
Scott Maskin [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         274,864 $ 0 0
PEO Actually Paid Compensation Amount         247,511 0 0
Kyle Udseth [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         168,891 569,114 837,238
PEO Actually Paid Compensation Amount         24,495 113,661 912,428
Roger H.D. Lacey [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount         0 0 189,118
PEO Actually Paid Compensation Amount         0 0 194,131
PEO | Scott Maskin [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO | Scott Maskin [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    
PEO | Scott Maskin [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         (13,686)    
PEO | Scott Maskin [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0    
PEO | Scott Maskin [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         (13,667)    
PEO | Scott Maskin [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    
PEO | Scott Maskin [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    
PEO | Kyle Udseth [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 (151,072) (455,696)
PEO | Kyle Udseth [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 63,214 530,886
PEO | Kyle Udseth [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 (264,304) 0
PEO | Kyle Udseth [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount         0 0 0
PEO | Kyle Udseth [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         (57,350) (103,291) 0
PEO | Kyle Udseth [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         (87,046) 0 0
PEO | Kyle Udseth [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 0
PEO | Roger H.D. Lacey [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount             (30,380)
PEO | Roger H.D. Lacey [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             35,393
PEO | Roger H.D. Lacey [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
PEO | Roger H.D. Lacey [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount             0
PEO | Roger H.D. Lacey [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
PEO | Roger H.D. Lacey [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
PEO | Roger H.D. Lacey [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
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         0 (109,527) (243,670)
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 45,830 140,095
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         (11,589) (69,747) 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
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         (11,315) (27,272) 0
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         (22,502) 0 0
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