Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
PAY VERSUS PERFORMANCE (PVP)
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.
Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to 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 Loss (in thousands)(4) ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||
2025 | 3,363,100 | 8,343,921 | 2,992,376 | 6,222,606 | 250.75 | (60,377) | ||||||||||||
2024 | 1,910,447 | 2,295,093 | 1,237,208 | 1,564,845 | 141.60 | (97,045) | ||||||||||||
2023 | 1,056,962 | 598,839 | 2,486,737 | 946,121 | 88.88 | (374,110) | ||||||||||||
(1) | Mr. Pacala served as principal executive officer (PEO) for 2025, 2024 and 2023. Our non-PEO named executive officers (NEOs) included Mr. Frichtl and Mr. Gianella for 2025, Mr. Frichtl and Ms. Chung for 2024, Mark Weinswig, Darien Spencer, Anna Brunelle and Adam Dolinko for 2023. Amounts shown reflect Summary Compensation Table total compensation for our PEO and NEOs in each year. |
(2) | The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. 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 what intrinsic value they will actually vest. |
PEO SCT Total to CAP Reconciliation
Fiscal Year | 2025 | ||
SCT Total | $3,363,100 | ||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,469,500) | ||
± Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,959,174 | ||
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $0 | ||
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,209,533 | ||
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,281,614 | ||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | ||
+ Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | ||
Compensation Actually Paid | $8,343,921 | ||
Non-PEO NEO Average SCT Total to Average CAP Reconciliation
Fiscal Year | 2025 | ||
Average SCT Total | $2,992,376 | ||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,405,750) | ||
± Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,823,924 | ||
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $0 | ||
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $384,845 | ||
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $427,211 | ||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | ||
+ Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | ||
Average Compensation Actually Paid | $6,222,606 | ||
The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
(3) | Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2022 through the end of the applicable fiscal year. The Company has not paid a dividend during that time. |
(4) | The dollar amounts reported represent the net loss reflected in the Company’s audited financial statements for the applicable year. |
(1) | Mr. Pacala served as principal executive officer (PEO) for 2025, 2024 and 2023. Our non-PEO named executive officers (NEOs) included Mr. Frichtl and Mr. Gianella for 2025, Mr. Frichtl and Ms. Chung for 2024, Mark Weinswig, Darien Spencer, Anna Brunelle and Adam Dolinko for 2023. Amounts shown reflect Summary Compensation Table total compensation for our PEO and NEOs in each year. |
(2) | The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. 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 what intrinsic value they will actually vest. |
PEO SCT Total to CAP Reconciliation
Fiscal Year | 2025 | ||
SCT Total | $3,363,100 | ||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,469,500) | ||
± Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,959,174 | ||
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $0 | ||
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $1,209,533 | ||
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,281,614 | ||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | ||
+ Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | ||
Compensation Actually Paid | $8,343,921 | ||
The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
(2) | The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. 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 what intrinsic value they will actually vest. |
Non-PEO NEO Average SCT Total to Average CAP Reconciliation
Fiscal Year | 2025 | ||
Average SCT Total | $2,992,376 | ||
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,405,750) | ||
± Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $4,823,924 | ||
± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $0 | ||
± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $384,845 | ||
± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $427,211 | ||
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | ||
+ Dividends or Other Earnings Paid on Stock or Option Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | $0 | ||
Average Compensation Actually Paid | $6,222,606 | ||
The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s TSR during the period 2023-2025.
The chart below illustrates the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Loss during the period 2023-2025.
