Narrative to Summary and Supplemental Compensation Tables
2024 Salaries
Our NEOs receive a base salary to compensate them for services rendered to our Company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The base salaries of our NEOs are reviewed from time to time and adjusted when our Compensation Committee determines an adjustment is appropriate.
Effective August 12, 2024, our NEOs agreed to a four percent decrease in base salary as part of our cost reduction initiatives. Ms. Landsem’s annual base salary decreased from $500,000 to $480,000. Mr. Vos’ annual base salary decreased from $470,000 to $451,200. Ms. Smith’s annual base salary decreased from $385,000 to $369,600.
2024 Bonuses
We maintain an annual performance-based bonus program in which Ms. Landsem, Mr. Vos and Ms. Smith participated in 2024. The 2024 annual bonuses were targeted at (i) 80% of Ms. Landsem’s base salary; (ii) $300,000 for Mr. Vos; and (iii) 50% of Ms. Smith’s base salary.
Our corporate performance objectives for NEOs under our 2024 bonus plan were comprised entirely of achievement of certain net revenue and Adjusted EBITDA targets. Following its review and determinations of corporate performance for 2024, our Compensation Committee and Board of Directors determined that the financial targets were not achieved. As a result, our NEOs did not receive bonuses for 2024 performance.
Equity-Based Compensation
In connection with our initial public offering in November 2021, we adopted the Omnibus Plan and the ESPP. In connection with the adoption of the Omnibus Plan, we ceased granting awards under our 2021 Plan.
Ms. Landsem’s and Mr. Vos’ IPO-Related RSUs
On January 4, 2022, Ms. Landsem and Mr. Vos received grants of 488,722 RSUs and 488,724 RSUs, respectively, which vested in eight equal quarterly installments from April 2022 to April 2024. These grants were related to the successful completion of the Company’s IPO and are not otherwise part of our regular executive compensation program.
Ms. Landsem’s Equity Awards under CEO Employment Agreement
On March 5, 2023, the Company entered into an employment agreement with Ms. Landsem for her service as Chief Executive Officer (the “CEO Employment Agreement”), which became effective on March 6, 2023. On March 6, 2023, Ms. Landsem received a grant of 1,811,572 RSUs pursuant to the terms of the CEO Employment Agreement, the applicable RSU Award Agreement and the Omnibus Plan, which vest in quarterly installments from June 30, 2023 through December 31, 2026 as set forth in the CEO Employment Agreement and are subject to Ms. Landsem’s continued employment. On March 6, 2023, Ms. Landsem also received a grant of 1,811,573 PSUs, pursuant to the terms of the CEO Employment Agreement, the applicable PSU Award Agreement and the Omnibus Plan, which vest annually through March 5, 2026, provided the volume-weighted average price of the Company’s common stock over trailing ten (10) trading days (“10-Day VWAP”) equals or exceeds $7.50, $10.00 and $12.50, respectively, and her continued employment.
Mr. Vos’ Equity Awards under Employment Agreement
On January 9, 2024, the Company entered into a second amendment to the employment agreement with Mr. Vos (the “2024 President & CIO Employment Agreement”) under which he received an initial grant of 660,000 RSUs, subject to various vesting schedules as set forth in the 2024 President & CIO Employment Agreement and his continued employment. Under the 2024 President & CIO Employment Agreement, Mr. Vos also received a grant of 300,000 PSUs on January 9, 2024, which vest subject to the achievement of certain 10-Day VWAP price targets of the Company’s common stock and his continued employment.
