NEON Neonode Inc

PROPOSAL 1 — ELECTION OF CLASS III DIRECTORS

Two people will be elected at the 2023 Annual Meeting to serve as a Class III directors of the Board of Directors. The elected Class III directors are expected to serve until the 2026 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, or until their earlier death, resignation, or removal.

The Board of Directors has nominated Peter Lindell and Per Löfgren for reelection as Class III directors of the Board of Directors.

Mr. Lindell and Mr. Löfgren have expressed their willingness to continue to serve as members of the Board. If either becomes unavailable to serve as a director for any reason (which event is not anticipated), the shares represented by proxy may (unless such proxy contains instructions to the contrary) be voted for such other person as may be determined by the proxy holder(s).

Biographical information about Mr. Lindell and Mr. Löfgren is provided under “Nominees and Continuing Directors” in the “Board Matters and Corporate Governance” section below.

Required Vote and Recommendation

Directors are elected by a plurality of the votes of the holders of common stock present in person or by proxy and entitled to vote at the meeting. Provided a quorum is present, the two nominees receiving the highest number of affirmative votes will be elected as the Class III directors.

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” the nominees of the Board of Directors unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the election of
the Board of Directors’ nominees for Class III directors.

BOARD MATTERS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

In accordance with the Restated Certificate of Incorporation of Neonode Inc., as amended (our “Certificate of Incorporation”), the Board of Directors exclusively determines the number of directors that compose the Board. By resolution, the Board of Directors has fixed the size of the Board at four members currently.

The Board of Directors is divided into three classes in accordance with our Certificate of Incorporation. Each class has a three-year term. Currently, one member of the Board serves in Class I, one member serves in Class II, and two members serve in Class III.

Our Certificate of Incorporation provides that any vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class may serve for the remainder of the full term of that class, and until the director’s successor is elected and qualified.

Nominees and Continuing Directors

The identities and biographies of each nominee and continuing member to the three classes of the Board of Directors serving staggered, three-year terms are as follows:

Class III Directors for Election at the 2023 Annual Meeting

Peter Lindell, age 68, has served as a director since June 2019. Mr. Lindell currently serves as Chairman and a board member for several companies where he also is an owner. He is Chief Executive Officer of Cidro Holding, a private holding company, and Chairman of Rite Internet Ventures Holding, Innohome Group OY and Acervo AB. He is also a board member of Frank Dandy Holding AB and Storevision Holding AB. Mr. Lindell has worked in the private equity market for more than twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions.

The Board of Directors has concluded that Mr. Lindell should serve as director because of his board experience, understanding of the private equity markets, and his significant ownership position in our company.

Per Löfgren, age 58, has served as a director since August 2014. Since 2017, Mr. Löfgren has served as Vice President, Chief Financial Officer for Segment Networks of Telefonaktiebolaget LM Ericsson (“Ericsson”). Ericsson is global telecommunications company listed on Nasdaq Nordic. Mr. Löfgren also has held the position of President of Ericsson AB since January 2015. From January 2015 to May 2017, he served as Vice President, Global Sales and Chief Financial Officer for Segment Global Services of Ericsson. From February 2011 to December 2014, he served as Vice President and Chief Financial Officer of Ericsson North America. Prior to 2011, he served in various Ericsson business units globally as a division chief financial officer, sales, and other management positions.

The Board of Directors has concluded that Mr. Löfgren should serve as director because of his qualification as an audit committee financial expert, his general financial and business knowledge, and his thirty years of experience in the communications and technology industry.

Class I Director Continuing in Office with Term Expiring at the 2024 Annual Meeting

Cecelia Edström, age 57, has served as a director of the Company since May 2022. She currently serves as a board member of A3P Biomedical and Flerie Invest AB, as well as an Executive Consultant at Birn & Partners. She has extensive experience in operations and executive management positions as well as board experience across several industries. She previously was a member of the board of Bactiguard, a Swedish company with a focus on infection prevention, and prior to that held various roles in the company, including Chief Executive Officer and Chief Financial Officer with responsibility for business development. She has a B.Sc. from Stockholm School of Economics.

The Board of Directors has concluded that Mrs. Edström should serve as director because of her extensive experience in operations and executive management positions and her board experience across several industries.

Class II Director Continuing in Office with Term Expiring at the 2025 Annual Meeting

Ulf Rosberg, age 57, has served as a director since September 2017. Mr. Rosberg currently serves as Chief Executive Officer of UMR Invest AB, a private holding company, and as Chairman of Payair Technologies AB. He previously served in various leadership positions at Nordic Capital AB from 1994 until June 2017, including as investment manager, director, partner, and most recently as senior advisor since 2012. Prior to joining Nordic Capital, Mr. Rosberg held corporate finance positions with SEB Investment Banking and Leimdörfer & Partners.

The Board of Directors has concluded that Mr. Rosberg should serve as director because of his investment and financial experience, his significant ownership position in our company, and his service to our company as Chairman of the Board of Directors.

Leadership of the Board of Directors

The business of our company is managed under the direction of the Board of Directors, which is elected by our stockholders. The basic responsibility of the Board is to lead our company by exercising business judgment to act in what each director reasonably believes to be the best interests of our company and its stockholders. Leadership is important to facilitate the ability of the Board to act effectively as a working group so that our company and its performance may benefit. The Board does not have a lead independent director. The Board has chosen to separate the positions of chief executive officer and chairman. Mr. Rosberg serves as Chairman of the Board. The Board believes that it is appropriate to have one individual responsible for our company’s operational aspects and a second individual responsible for our company’s strategic aspects.

Director Independence

The Board of Directors has determined that each of the members of the Board is an independent director within the meaning of the applicable Nasdaq Stock Market rules.

Committees of the Board of Directors

The Board of Directors has established two committees: the Audit Committee and the Compensation, Nomination and Governance Committee (the “CNG Committee”).

In 2022, the Audit Committee met 8 times and the CNG Committee met 3 times. In addition, the independent directors of the Board of Directors regularly meet in executive sessions.

The Board of Directors has adopted written charters for each of the Audit Committee and the CNG Committee. Copies of the Audit Committee Charter and the CNG Committee Charter are available on our website at https://neonode.com/about-us/charters-and-policies/. The information contained on our website is not part of and is not incorporated by reference into this proxy statement. Each of the committees has the authority under its respective charter to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Board of Directors has determined that each of our current directors, meet the applicable SEC and Nasdaq rules and regulations regarding “independence” and is able to exercise independent judgment with respect to our company. The Board also has determined that each director on the respective committee meets the independence requirements of each charter of the Audit Committee and CNG Committee.

Audit Committee

The current members of the Audit Committee are Per Löfgren, Peter Lindell, and Ulf Rosberg. Mr. Löfgren is Chairman of the Audit Committee. The Board of Directors has determined that Mr. Löfgren qualifies as an “audit committee financial expert” as defined in SEC rules.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), oversees our corporate accounting and financial reporting process, the audits of our financial statements, and the integrity of financial reports and other financial information we provide to the government and the public. The Audit Committee’s authority and responsibilities are specified in its charter and include:

•        determining whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

•        reviewing and approving the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

•        discussing with management and with the independent registered public accounting firm the results of the annual audit and the results of the quarterly financial statements;

•        reviewing the financial statements to be included in the Annual Report on Form 10-K;

•        conferring with management and the independent registered public accounting firm regarding the effectiveness of internal controls over financial reporting; and

•        establishing procedures for the receipt, retention, and treatment of complaints received regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Compensation, Nomination and Governance Committee.

The current members of the CNG Committee are Cecelia Edström, Peter Lindell and Ulf Rosberg. Mrs. Edström is Chairman of the CNG Committee.

The CNG Committee reviews all components of executive officer and director compensation and assists the Board of Directors on matters relating to the identification, selection, and qualification of directors and overseeing and making recommendations regarding corporate governance matters. The CNG Committee’s authority and responsibilities are specified in its charter and include:

•        reviewing and approving the compensation and other terms of employment of the chief executive officer;

•        reviewing and approving corporate performance objectives and goals relevant to the compensation of the chief executive officer;

•        reviewing and approving the compensation and other terms of employment of the other executive officers;

•        administering and reviewing incentive-based or equity compensation plans of the executive officers and other employees;

•        developing and recommending to the Board of Directors criteria for selecting qualified director candidates;

•        identifying individuals qualified to become members of the Board of Directors;

•        evaluating and selecting, or recommending to the Board of Directors, director nominees for each election of directors;

•        considering committee member qualifications, appointment, and removal;

•        recommending codes of conduct and codes of ethics applicable to our company; and

•        providing oversight in the evaluation of the Board of Directors and each committee.

Compensation Function

The CNG Committee considers matters related to individual compensation, such as compensation for new executive hires, as well as various compensation policy issues throughout the year. For executives other than the chief executive officer, the CNG Committee receives and considers performance evaluations and compensation recommendations submitted to the CNG Committee by the chief executive officer. In the case of the chief executive officer, the evaluation of his performance is conducted by the CNG Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for meetings of the CNG Committee typically is determined by its chairman, with the assistance of the chief executive officer and chief financial officer. For equity grants, the CNG Committee generally selects an exercise price that is not less than the closing price of shares of our common stock on The Nasdaq Capital Market on the grant date.

To perform its duties, the CNG Committee has the authority to retain or terminate any consulting firm used to evaluate director or executive compensation, and to determine and approve the terms, costs and fees for such engagements. The CNG Committee did not retain such a consultant in 2022 and has not engaged such a consultant for 2023.

Nominating and Governance Function

The CNG Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and possessing personal integrity and ethics. The CNG Committee also considers factors such as whether a candidate possesses relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of our company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment, and has the commitment to rigorously represent the long-term interests of our stockholders. The CNG Committee retains the right to modify these qualifications from time to time.

The CNG Committee does not have a specific policy with respect to the consideration of diversity in identifying director nominees. Candidates are reviewed in the context of the current composition of the Board of Directors and whether it reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The CNG Committee seeks to have a Board with a diversity of background and experience.

In the case of an incumbent director whose term of office is set to expire, the CNG Committee reviews the director’s overall service to our company during his or her term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the director’s independence or judgment. In the case of new director candidates, the CNG Committee determines whether the candidate will be independent pursuant to applicable SEC and Nasdaq rules and regulations. The CNG Committee may conduct appropriate and necessary inquiries into the backgrounds and qualifications of current or possible nominees. To date, the CNG Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.

The CNG Committee will consider director candidates recommended by stockholders. The CNG Committee does not intend to alter the manner in which it evaluates a candidate as described above for nominees based on whether the candidate was recommended by a stockholder.

On March 8, 2023, the Board amended and restated our Bylaws in order to, among other things, (i) address the universal proxy rules recently adopted by the SEC, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and (ii) modify the advance notice bylaws to (a) require that any stockholder seeking to nominate persons for election to the Board or to present other business for consideration at

a meeting of stockholders must be a stockholder at the time of the meeting and be entitled to vote at the meeting and (b) require certain additional information from stockholders seeking to nominate persons for election to the Board or to present other business for consideration at a meeting of stockholders and updates to such information if necessary.

Stockholders may directly nominate a person for director only by complying with the procedure set forth in our Bylaws, which in summary requires that the stockholder submit the name of the nominee in writing to our corporation secretary not less than 60 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. Nominations may be mailed or delivered to the Corporate Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. As described in more detail in our Bylaws, nominations must include, among other things, the full name of the nominee, complete biographical information of the nominee including a description of business experience for at least the previous five years, a description of the nominee’s qualifications for director, and a representation that the nominating stockholder is a beneficial owner or record holder of shares of our stock. Any such submission must be accompanied by the written consent of the nominee to be named as a nominee and to serve as a director if elected. To date, the CNG Committee has not received any director nominations from our stockholders.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date, and otherwise comply with the provisions of Rule 14a-19 and our Bylaws.

Meetings of the Board of Directors

The Board of Directors met 10 times during 2022. Each director attended at least 75% of the meetings of the aggregate of the Board and committee meetings on which they served during 2022.

Although we do not have a policy requiring their attendance, members of the Board of Directors are encouraged to attend the annual meeting of stockholders. Two of the four members of the Board attended, in person or telephonically, the 2022 Annual Meeting of Stockholders.

Directors do not receive per-meeting fees. The members of the Board are eligible for reimbursement for their expenses incurred in attending Board meetings.

As of December 31, 2022, none of the directors held any stock or option awards except for Mrs. Edström, who received a stock award for 4,000 shares in May 2022 under our 2020 Stock Incentive Plan upon joining the Board. These shares are immediately vested, but subject to a two-year lock-up period from the date of issuance. In the event Mrs. Edström’s service with the Company is terminated during the two-year lock-up period, we will repurchase the shares at a price equal to 30% of the lower of market value at issuance and the termination date.

Communication with the Board of Directors

Stockholders, or anyone else wishing to contact the Board of Directors directly, may send a written communication to Corporation Secretary, Neonode Inc., Karlavägen 100, 115 26 Stockholm, Sweden. Our corporation secretary will forward such correspondence only to the intended recipients, whether the entire Board or only an individual member of the Board. However, prior to forwarding any correspondence, our corporation secretary may review such correspondence and, at her discretion, may not forward certain items if deemed to be of a commercial nature or in bad faith.

Risk Oversight

Management continually monitors the material risks facing our company. The Board of Directors is responsible for exercising oversight of management’s identification of, planning for, and managing these risks, which include financial, technological, competitive, and operational risks. The Board periodically reviews and considers the relevant risks we face. The Board is supported by the Audit Committee, which is responsible for overseeing the management of our major financial risk exposures, including risks relating to accounting matters, financial reporting and internal controls.

Code of Ethics

The Board of Directors has adopted the Code of Business Conduct, which is applicable to our officers, directors, and employees. The Code of Business Conduct contains a separate Code of Ethics that applies specifically to our chief executive officer and senior financial officers. The Code of Business Conduct, including the Code of Ethics, is available on our website at http://www.neonode.com/investor-relations/corporate-governance/. If we amend or waive the Code of Business Conduct or Code of Ethics with respect to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will post the amendment or waiver on our website. The information contained on our website is not part of and is not incorporated by reference into this this proxy statement.

Securities Hedging

The Company’s Policy Against Insider Trading and Securities Fraud prohibits officers, directors and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sales contracts.

PROPOSAL 3 — ADVISORY VOTE TO APPROVE
NAMED EXECUTIVE OFFICERS COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, provides stockholders the opportunity to express their views on the compensation of the named executive officers, which for 2022 consisted of Urban Forssell and Fredrik Nihlén. The Board of Directors has determined that we will hold a nonbinding, advisory “say-on-pay” vote every year until the next required advisory vote on the frequency of such vote, which will occur no later than the 2024 Annual Meeting of Stockholders.

Our compensation programs are designed to attract and retain key executives responsible for the success of our company and are administered in the long-term interests of our company and our stockholders. In deciding executive compensation, the Board and the CNG Committee seek to emphasize the enhancement of stockholder value and deliver a total compensation package in a cost-effective manner.

The Board of Directors believes that the compensation paid to the named executive officers for 2022 was reasonable and appropriate. Accordingly, stockholders are being asked to vote on the following resolution at the 2023 Annual Meeting:

“RESOLVED, that the stockholders of Neonode Inc. approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Neonode Inc.’s Proxy Statement for the 2023 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and the other related tables and disclosure.”

Required Vote and Recommendation

Approval of the compensation of the named executive officers requires the affirmative vote by the shares constituting a majority of the votes cast by the holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting. This vote is advisory and therefore is not binding. However, the Board of Directors and the CNG Committee will review the voting results and take them into account in making decisions regarding future compensation of the named executive officers.

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will count towards the presence of a quorum. Properly executed and unrevoked proxies will be voted “FOR” Proposal 3 unless contrary instructions are indicated in the proxy.

The Board of Directors recommends that you vote “FOR” the approval, on an advisory basis,
of the compensation of the named executive officers as disclosed in this proxy statement.

Urban Forssell, age 53, commenced employment as President and Chief Executive Officer of our company on January 1, 2020. He previously served since September 2013 as a Vice President and between March 2011 and August 2013 as a General Manager at Öhlins Racing AB. His positions at Öhlins Racing included responsibility for sales and marketing of MC and Automotive suspension systems, research and development, and quality assurance. Prior to joining Öhlins Racing, Mr. Forssell served as Manager at Autoliv Electronics AB between September 2010 and February 2011. Prior to that, he served as President and Chief Executive Officer at NIRA Dynamics AB between May 2001 and August 2010.

Fredrik Nihlén, age 39, commenced employment as Chief Financial Officer, Treasurer and Secretary of our company on August 2, 2021. Mr. Nihlén previously served as Finance Director IFS Nordics at IFS Sverige AB (“IFS”) since November 2019. Prior to joining IFS, Mr. Nihlén held the position of Group Chief Financial Officer at Cinnober Financial Technology AB from September 2018 to October 2019. Before this Mr. Nihlén served as Head of Finance at DIBS Payment Services (“DIBS”) from 2016 to 2018 and Business Controller at DIBS from 2013 to 2016.

(1)      For Mr. Forssell, for 2022, this amount includes salary payments of SEK 2,184,000 (approximately US$210,159) and cash payments in lieu of vacation time of SEK 283,122 (approximately $27,244), and for 2021, includes salary payments of SEK 2,100,000 (approximately US$244,642) and cash payments in lieu of vacation time of SEK 214,550 (approximately US$24,994).

For Mr. Nihlén, for 2022, this amount includes salary payments of SEK 1,476,000 (approximately US$142,031) and cash payments in lieu of vacation time of SEK 125,874 (approximately $12,112), and for 2021, includes salary payments of SEK 598,356 (approximately US$69,706). Mr. Nihlen joined the Company in August 2021.

(2)      Mr. Forssell received a bonus of SEK 218,400 (approximately US$21,016) for 2022, which was paid in February 2023, and a bonus of SEK 210,000 (approximately US$24,464) for 2021, which was paid in February 2022.

Mr. Nihlen received a bonus of SEK 59,040 (approximately $5,681) for 2022, which was paid in February 2023, and a bonus of SEK 29,619 (approximately US$3,451) for 2021, which was paid in February 2022.

(3)      Amounts reflect the full grant-date fair value of stock awards granted during 2021 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of these stock awards in Note 9 to the consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2021.

(4)      For Mr. Forssell, the amount for 2022 includes SEK 550,440 (approximately US$52,967) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance. The amount for 2021 includes SEK 529,579 (approximately US$61,694) in matching contributions to the Swedish defined contribution plan, as well as healthcare insurance premiums, parking benefit and travel allowance.

For Mr. Nihlén, the amount for 2022 includes SEK 314,393 (approximately US$30,253) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit. The amount for 2021 includes SEK 127,823 (approximately US$14,891) in matching contributions to the Swedish defined contribution plan, healthcare insurance premiums and parking benefit.

Employment Agreements

We entered into an employment agreement with Mr. Forssell on October 20, 2019. Under the terms of his employment agreement, Mr. Forssell’s salary is subject to review and adjustment on an annual basis. Mr. Forssell is also entitled to receive a yearly bonus up to a maximum of 50% of his total yearly salary based on his performance as Chief Executive Officer and the financial performance of our company. He is also entitled to receive health care, pension, and other customary employee benefits in accordance with his employment agreement.

We entered into an employment agreement with Mr. Nihlén on March 30, 2021, which became effective on August 2, 2021. Under the terms of his employment agreement, Mr. Nihlén’s salary is subject to review and adjustment on an annual basis. He is also eligible to participate in our short- and long-term incentive program for key persons and our standard pension, healthcare, and benefits programs on the same terms as all other employees.

(1)      These 6,125 shares were granted to Mr. Forssell on December 17, 2021. The shares are immediately vested, but subject to a two-year lock-up period from the date of issuance. In the event Mr. Forssell’s employment with the Company is terminated during the two-year lock-up period, we will repurchase the shares at a price equal to 30% of the lower of market value at issuance and the termination date.

(2)      Includes 12,830 shares that were granted to Mr. Nihlén on August 12, 2021 and 3,360 shares granted to Mr. Nihlén on December 17, 2021. These shares are immediately vested, but subject to a two-year lock-up period from the date of issuance. In the event Mr. Nihlén employment with the Company is terminated during the two-year lock-up period, we will repurchase the shares at a price equal to 30% of the lower of market value at issuance and the termination date.

Equity values are calculated in accordance with FASB ASC Topic 718. The following types of equity award adjustments were not applicable to Company equity awards, as such events did not occur: (i) adjustments for awards that are granted and vest in the same covered year, (ii) adjustments for awards granted in prior years that were forfeited or failed to meet the applicable vesting conditions during the covered year, and (iii) adjustments for the dollar value of any dividends or other earnings paid on equity awards in the covered year prior to the vesting date that are not otherwise included in the total compensation for the covered year.

PEO Compensation Actually Paid

(a)      The components of the amounts shown in this column for our PEO are set forth in the table below:

*        The change in value for each award is measured from the value at the end of the prior year.

Other NEOs Compensation Actually Paid

(a)      The components of the amounts shown in this column for our Non-PEO NEOs are set forth in the table below:

*        The change in value for each award is measured from the value at the end of the prior year.

(5)      This column shows Total Shareholder Return (“TSR”) on a cumulative basis for each year of the two-year period from 2021 through 2022. Dollar values assume $100 was invested for the cumulative period from December 31, 2020 through December 31, 2022 in the Company. Historical performance is not necessarily indicative of future stock performance.

Pay for Performance Relationship

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

Compensation Actually Paid and Company TSR

The graph below shows the relationship between (1) compensation actually paid to our PEO and the average of the compensation actually paid to our other NEOs and (2) our cumulative TSR, over the two fiscal years ending December 31, 2022.

Compensation Actually Paid and Net Loss

The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs and net loss attributable to the Company over the two fiscal years ending December 31, 2022, as reported in the Company consolidated financial statements.