Pay Versus Performance

Pay vs Performance Disclosure

In accordance with the SEC’s disclosure requirements pursuant to Item 402(v) of Regulation S-K regarding Pay Versus Performance (“PVP”), the Company’s PVP disclosures are provided below. As a smaller reporting company, we have included a table that compares the total compensation of our principal executive officer (“PEO”) and average other named executive officers (“Non-PEO NEOs”), as presented in the SCT, to Compensation Actually Paid (“CAP”) in accordance with Item 402(v) of Regulation S-K. The table and disclosure below also compares CAP to our indexed TSR and Net Income.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use Net Income for purposes of determining incentive compensation.

Pay Versus Performance Table – Compensation Definitions

Salary, Bonus, Stock Awards, and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards,” with the table below describing the differences in how these awards are valued for purposes of SCT total and CAP.

Pay Versus Performance Table

In accordance with the SEC’s PVP rules, the table below shows the executive compensation actually paid to our PEOs and Non-PEO NEOs for 2024, 2023, and 2022.

Year	Summary Compensation Table Total for PEO - Mooney ($)⁽¹⁾		Compensation Actually Paid to PEO - Mooney ($)^(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)^(1)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾		Net Income (Loss) ($)
2024		–		–		–		–		–		–
2023		799,972		514,788		635,695		282,143		6.36		(42,421,737	)
2022		414,470		382,745		585,265		262,750		22.29		(58,253,723	)

Year	Summary Compensation Table Total for PEO – DiSiena ($)⁽¹⁾		Compensation Actually Paid to PEO – DiSiena ($)^(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)^(1)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾		Net Income (Loss) ($)
2024		–		–		–		–		–		–
2023		97,167		97,167		635,695		282,143		6.36		(42,421,737	)
2022		–		–		585,265		262,750		22.29		(58,253,723	)

Year	Summary Compensation Table Total for PEO – Fernandez-McGovern ($)⁽¹⁾		Compensation Actually Paid to PEO –Fernandez-McGovern ($)^(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)^(1)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾		Net Income (Loss) ($)
2024		–		–		–		–		–		–
2023		627,885		335,777		635,695		282,143		6.36		(42,421,737	)
2022		700,194		442,719		585,265		262,750		22.29		(58,253,723	)

Year	Summary Compensation Table Total for PEO – O’Sullivan ($)⁽¹⁾		Compensation Actually Paid to PEO –O’Sullivan ($)^(1)(2)(3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽¹⁾		Average Compensation Actually Paid to Non-PEO NEOs ($)^(1)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾		Net Income (Loss) ($)
2024		–		–		–		–		–		–
2023		546,337		393,485		635,695		282,143		6.36		(42,421,737	)
2022		470,336		369,605		585,265		262,750		22.29		(58,253,723	)

Year

Summary Compensation Table Total for First 2024 PEO – Grant Begley ($)⁽⁵⁾

Compensation Actually Paid to First 2024 PEO – Grant Begley ($)^(2)(3)(5)

Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽⁵⁾

Average Compensation Actually Paid to Non-PEO NEOs ($)^(2)(3)(5)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾

Net Income (Loss) ($)

2024

52,314

48,000

241,794

225,571

8.05

(35,234,352

)

2023

–

2022

–

Year

Summary Compensation Table Total for Second 2024 PEO – William Irby ($)⁽⁵⁾

Compensation Actually Paid to Second 2024 PEO – William Irby ($)^(2)(3)(5)

Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽⁵⁾

Average Compensation Actually Paid to Non-PEO NEOs ($)^(2)(3)(5)

Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)⁽⁴⁾

Net Income (Loss) ($)

2024

401,504

353,504

241,794

225,571

8.05

(35,234,352

)

2023

–

2022

–

(1)

The PEO for the 2023 and 2022 reporting years was Mr. Barrett Mooney. The non-PEO NEOs in the 2023 reporting year were Mr. Mark DiSiena, Ms. Nicole Fernandez-McGovern and Mr. Michael O’Sullivan, and in the 2022 reporting year were Ms. Fernandez-McGovern and Mr. O’Sullivan.

(2)

The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the SCT Total with certain adjustments noted in the below table and described in footnote 4 below.

	(3)	Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC 718, Compensation – Stock Compensation. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table, which reflect the fair market values of equity awards as of each grant date.

	(4)	The total shareholder return (“TSR”) is calculated by taking the difference of the Company’s stock price from the beginning of the measurement period, December 31, 2021 at $31.40, and the ending of the measurement periods of December 31, 2022, 2023, and 2024 at $7.00, $2.00 and $3.47, respectively; then dividing by the respective measurement period’s initial stock price.

	2024 - PEO - Begley ($)			2024 - PEO - Irby ($)			2024 - Non-PEO NEOs ($)			2023 - PEO - Mooney ($)			2022 - PEO - Mooney ($)			2023 - Non-PEO NEOs ($)			2022 - Non-PEO NEOs ($)
SCT Total Compensation	$	52,314		$	401,504		$	241,794		$	799,972		$	414,470		$	1,271,389		$	585,265
Less: Equity awards reported in SCT		(4,314	)		(48,000	)		(16,223	)		(285,184	)		(31,725	)		(520,593	)		(179,103	)
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior and Fiscal Years		-			-			-			-			-			-			(111,687	)
Fair Value of Equity Compensation Granted in Current Year at Year-End		-			-			-			-			-			-			124,949
Change in Fair Value from End of Prior Fiscal Year to Vesting Date for Awards Made in Prior Fiscal Years that Vested During Current Fiscal Year		-			-			-			-			-			-			205,875
Change in Fair Value as of the Current Fiscal Year (From the End of Prior Fiscal Year) of Awards Granted in Prior Fiscal Years that remain Outstanding and Unvested as of the End of the Current Fiscal Year		-			-			-			-			-			-			(362,550	)
Compensation Actually Paid	$	48,000		$	353,504		$	225,571		$	514,788		$	382,745		$	750,796		$	262,750

(5)

The First 2024 PEO reflected in the tables is Grant Begley and the Second 2024 PEO reflected in the tables is William Irby. The Non-PEO NEOs for 2024 are Mark DiSiena and Brent Pope.

Adjustment To PEO Compensation, Footnote [Text Block]

	2024 - PEO - Begley ($)			2024 - PEO - Irby ($)			2024 - Non-PEO NEOs ($)			2023 - PEO - Mooney ($)			2022 - PEO - Mooney ($)			2023 - Non-PEO NEOs ($)			2022 - Non-PEO NEOs ($)
SCT Total Compensation	$	52,314		$	401,504		$	241,794		$	799,972		$	414,470		$	1,271,389		$	585,265
Less: Equity awards reported in SCT		(4,314	)		(48,000	)		(16,223	)		(285,184	)		(31,725	)		(520,593	)		(179,103	)
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior and Fiscal Years		-			-			-			-			-			-			(111,687	)
Fair Value of Equity Compensation Granted in Current Year at Year-End		-			-			-			-			-			-			124,949
Change in Fair Value from End of Prior Fiscal Year to Vesting Date for Awards Made in Prior Fiscal Years that Vested During Current Fiscal Year		-			-			-			-			-			-			205,875
Change in Fair Value as of the Current Fiscal Year (From the End of Prior Fiscal Year) of Awards Granted in Prior Fiscal Years that remain Outstanding and Unvested as of the End of the Current Fiscal Year		-			-			-			-			-			-			(362,550	)
Compensation Actually Paid	$	48,000		$	353,504		$	225,571		$	514,788		$	382,745		$	750,796		$	262,750

Additional 402(v) Disclosure

(2)

The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the SCT Total with certain adjustments noted in the below table and described in footnote 4 below.