Fiscal year 2023 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Daniel Yerace | $360,000 | $0 | $0 | $0 | $0 | $0 | $0 | $360,000 |
| Vice President of Operations | ||||||||
| Colleen Delaney | 360,000 | 0 | 0 | 0 | 0 | 0 | 0 | 360,000 |
| Chief Financial Officer | ||||||||
| David Mehalick | 360,000 | 0 | 0 | 0 | 0 | 0 | 0 | 360,000 |
| Chairman, CEO and President | ||||||||
| Brian Cogley | 200,000 | 8,000 | 0 | 0 | 0 | 0 | 0 | 208,000 |
| Chief Financial Officer | ||||||||
| Christine Sheehy | 150,999 | 0 | 0 | 0 | 0 | 0 | 0 | 150,999 |
| Former Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2023 total | FY2022 total | FY2021 total | Δ FY2022→2023 |
|---|---|---|---|---|
| Daniel Yerace | $360,000 | $360,346 | — | −346 |
| Colleen Delaney | 360,000 | — | — | — |
| David Mehalick | 360,000 | 361,615 | — | −1,615 |
| Brian Cogley | 208,000 | — | — | — |
| Christine Sheehy | 150,999 | 225,999 | — | −75,000 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Colleen Delaney | RSU | 162,500 | — | $14,558,489 |
The Company provides compensation through base salary, guaranteed bonuses, and eligibility for merit bonuses, milestone bonuses, and equity awards (stock options and restricted stock units) pursuant to employment agreements and the Company's stock incentive plan.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2024 | 2024-12-18 | 20,758,718 | 1,235,121 | 254,933 | 94.38% | Passed |
| 2023 | 2023-12-20 | 18,544,258 | 413,037 | 50,837 | 97.82% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2024 | 2024-12-18 | 94.38%a |
| 2023 | 2023-12-20 | 97.82%b |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Christopher CaliseNot independent | $18,333 | — | — | — | — | $18,333 |
| Gene SalkindIndependent · Audit · Compensation | 18,333 | — | — | — | — | 18,333 |
| Tara Maria DeSilvaIndependent · Compensation · Nominating and Governance | 18,333 | — | — | — | — | 18,333 |
| Christopher CochranIndependent · Audit · Compensation (Chair) · Nominating and Governance (Chair) | 18,333 | — | — | — | — | 18,333 |
| Philippe DeschampsIndependent · Audit (Chair) · Nominating and Governance | 18,333 | — | — | — | — | 18,333 |
| David MehalickEmployee director · Board Chair | — | — | — | — | — | 0 |
| Daniel YeraceEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $18,333 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2023 |
|---|---|
| Cash retainers and fees | $91,665 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $91,665 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Z Squared | 2023 | David Mehalick | $360,000 | $0 | $0 | $0 | $360,000 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Daniel Yerace | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Executive Compensation”. As printed: 360,000. Filing ↗machine: span 285981–285988 |
| 2 | Section 01, Colleen Delaney | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Executive Compensation”. As printed: 360,000. Filing ↗machine: r10 · c20 · span 296653–296661 |
| 3 | Section 01, David Mehalick | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Executive Compensation”. As printed: 360,000. Filing ↗machine: span 281641–281648 |
| 4 | Section 01, Brian Cogley | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Executive Compensation”. As printed: 208,000. Filing ↗machine: r7 · c20 · span 292691–292699 |
| 5 | Section 01, Christine Sheehy | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Executive Compensation”. As printed: 150,999. Filing ↗machine: span 301774–301781 |
| 6 | Section 08, Christopher Calise | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 18,333. Filing ↗ |
| 7 | Section 08, Gene Salkind | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 18,333. Filing ↗ |
| 8 | Section 08, Tara Maria DeSilva | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 18,333. Filing ↗ |
| 9 | Section 08, Christopher Cochran | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 18,333. Filing ↗ |
| 10 | Section 08, Philippe Deschamps | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 18,333. Filing ↗ |
| 11 | Section 08, David Mehalick | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Daniel Yerace | DEF 14A | 2024-11-14 | 0001683168-24-008126 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-12-20 | 0001683168-24-008891 | Item 5.07 · say-on-pay result. As reported: 94.38% (votes for as printed: 20,758,718). Filing ↗ |
| 14 | Section 06, 2023 vote | Form 8-K | 2023-12-22 | 0001683168-23-009058 | Item 5.07 · say-on-pay result. As reported: 97.82% (votes for as printed: 18,544,258). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 91,665 + equity 0 + all other 0 = 91,665, summed across the director compensation table rows.machine: formula: Σ = 91,665 |
| 17 | Z Squared (subject), Section 10b CEO total | DEF 14A | 2024-11-14 | 0001683168-24-008126 | CEO total compensation as printed in Z Squared's own proxy. As printed: 360,000. Filing ↗machine: span 281641–281648 |