Definitive proxy statements

Pay vs Performance Disclosure

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
Year
Summary
Compensation
Table Total
for CEO(1)
Compensation
Actually Paid
to CEO(2)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3,6)
Average
Compensation
Actually Paid
to Non-CEO
NEOs(4,6)
Value of Initial
Fixed $100
Investment
Based On Total
Shareholder
Return(5)
Net Loss
2023 $ 830,000  $ 830,000  $ 1,258,567  $ 1,204,455  $ 50.42  $ 89,934,244 
2022 $ 1,769,100  $ 1,769,100  $ 1,600,615  $ 1,011,777  $ 64.59  $ 54,108,708 
2021 $ 572,100  $ 572,100  $ 527,899  $ 587,233  $ 273.09  $ 51,415,508 
   
Named Executive Officers, Footnote The dollar amounts reported are the amounts of total compensation reported for our CEO, Richard Palmer, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021.The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, in the Summary Compensation Table for fiscal years 2023, 2022 and 2021.    
PEO Total Compensation Amount $ 830,000 $ 1,769,100 $ 572,100
PEO Actually Paid Compensation Amount $ 830,000 1,769,100 572,100
Adjustment To PEO Compensation, Footnote The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Palmer during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information.
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
Year Summary
Compensation
Table Total
for
CEO
Reported Value of Equity Awards
for
CEO(1)
Fair
Value as
of Year End for
Unvested
Awards
Granted
During
the Year		 Fair Value
Year over
Year
Increase
or Decrease
in
Unvested
Awards
Granted in
Prior Years		 Fair Value
of Awards
Granted and
Vested
During
the Year		 Fair Value
Increase or
Decrease
from
Prior Year
end for
Awards that
Vested
during
the Year		 Compensation
Actually
Paid
to CEO
2023 $ 830,000  $ —  $ —  $ —  $ —  $ —  $ 830,000 
2022 $ 1,769,100  $ —  $ —  $ —  $ —  $ —  $ 1,769,100 
2021 $ 572,100  $ —  $ —  $ —  $ —  $ —  $ 572,100 
(1)Represents the grant date fair value of the equity awards to our CEO, as reported in the Summary Compensation Table.
   
Non-PEO NEO Average Total Compensation Amount $ 1,258,567 1,600,615 527,899
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,204,455 1,011,777 587,233
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO in the Summary Compensation Table for fiscal years 2023, 2022 and 2021, but also include (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year.
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
Year Summary
Compensation
Table Total
for Non-CEO
NEOs
Reported
Value of
Equity
Awards
for Non-
CEO
NEOs(1)
Fair
Value as
of Year End
for Unvested
Awards
Granted
During
the Year		 Fair Value
Year over
Year Increase
or Decrease
in Unvested
Awards
Granted in
Prior Years		 Fair Value
for Awards
Granted and
Vested During
the Year		 Fair Value
Increase or
Decrease from
Prior Year
end for
Awards that
Vested during
the Year		 Compensation
Actually Paid to
Non-CEO NEOs
2023 $ 1,258,567  $ (113,400) $ 101,813  $ (76,931) $ 56,250  $ (21,845) $ 1,204,455 
2022 $ 1,600,615  $ (754,250) $ 265,616  $ (58,541) $ —  $ (41,663) $ 1,011,777 
2021 $ 527,899  $ (172,500) $ 122,625  $ 73,310  $ —  $ 35,899  $ 587,233 
(1)Represents the grant date fair value of the equity awards to our Non-CEO NEOs, as reported in the Summary Compensation Table.
   
Compensation Actually Paid vs. Total Shareholder Return Our “total shareholder return,” as set forth in the above table, during the three-year period ended December 31, 2023 decreased by 49.6% compared to (a) an increase in “compensation actually paid” to our CEO from $572,100 in 2021 to $830,000 in 2023 and (b) an increase in average “compensation actually paid” to our non-CEO NEOs from $587,233 in 2021 to $1,204,455 in 2023.    
Compensation Actually Paid vs. Net Income In addition, our net loss during the three-year period ended December 31, 2023 increased by 69.7%, from $51,415,508 in 2021 to $89,934,244 in 2023 compared to the aforementioned changes in “compensation actually paid” to our CEO and non-CEO NEOs., from    
Total Shareholder Return Amount $ 50.42 64.59 273.09
Net Income (Loss) $ 89,934,244 54,108,708 51,415,508
PEO Name Richard Palmer    
Additional 402(v) Disclosure Reflects the cumulative shareholder return over the relevant fiscal year, computed in accordance with SEC rules, assuming an investment of $100 in our Common Stock at a price per share equal to the closing price of our Common Stock on the last trading day before the commencement of the applicable fiscal year and the measurement end point of the closing price of our Common Stock on the last trading day in the applicable fiscal year. For 2023, the closing price of our common stock on December 31, 2023 was $0.89 and the closing price of our Common Stock on December 31, 2022 was $1.14. For 2022, the closing price of our Common Stock on December 31, 2022 was $1.14 and the closing price of our Common Stock on December 31, 2021 was $4.82. For 2021, the closing price of our Common Stock on December 31, 2020 was $1.765 and the closing price of our Common Stock on December 31, 2021 was $4.82.(6)For the year ended December 31, 2023, Noah Verleun and Antonio D'Amico were our other NEOs reflected in the pay versus performance table. For the years ended December 31, 2022 and 2021, Noah Verleun and Ralph Goehring were our other NEOs reflected in the pay versus performance table.    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 0 0
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 | 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 0
PEO | 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 | 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 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 (113,400) (754,250) (172,500)
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 101,813 265,616 122,625
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 (76,931) (58,541) 73,310
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 56,250 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 $ (21,845) $ (41,663) $ 35,899