ClearPoint Neuro, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	Summary Compensation Table total for PEO ($) (1)(2)	Compensation Actually Paid to PEO ($) (1)(3)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1)(2)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (1)(3)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)	Net Income (Loss) ($ thousands) (4)
2023	1,995,337	1,460,479	884,737	654,045	42.73	(22,089)
2022	2,130,142	1,933,980	835,055	652,882	53.30	(16,435)
2021	1,468,476	986,376	592,501	378,216	70.61	(14,410)

Named Executive Officers, Footnote

The NEOs included in these columns reflect the following:


Year	PEO	Non-PEO NEOs
2023	Mr. Burnett	Mr. D'Alessandro and Mr. Stigall
2022	Mr. Burnett	Mr. D'Alessandro and Mr. Stigall
2021	Mr. Burnett	Mr. D'Alessandro and Mr. Piferi

PEO Total Compensation Amount

$ 1,995,337

$ 2,130,142

$ 1,468,476

PEO Actually Paid Compensation Amount

$ 1,460,479

1,933,980

986,376

Adjustment To PEO Compensation, Footnote

In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For a discussion of the assumptions made in the valuation at grant, see the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Estimates–Share-Based Compensation” and Note 2 to the audited financial statements included our Annual Report on Form 10-K for the year ended December 31, 2023. For each fiscal year reflected, the "compensation actually paid" to the PEO and the average "compensation actually paid" to the non-PEO NEOs reflect the following

adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K.


	2023	2022	2021
Summary Compensation Table Total for PEO	1,995,337	2,130,142	1,468,476
Less: Grant Date Fair Value of Equity Awards	(1,192,211)	(1,209,602)	(506,010)
Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested	1,017,832	865,816	394,586
Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	(207,879)	(175,560)	(495,309)
Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	(152,600)	323,184	124,633
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	—	—	—
Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	—	—	—
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	—	—	—
Compensation Actually Paid for PEO	1,460,479	1,933,980	986,376

Non-PEO NEO Average Total Compensation Amount

$ 884,737

835,055

592,501

Non-PEO NEO Average Compensation Actually Paid Amount

$ 654,045

652,882

378,216

Adjustment to Non-PEO NEO Compensation Footnote

adjustments made to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K.


	2023	2022	2021
Average of Summary Compensation Table Total for NEOs (other than PEO)	884,737	835,055	592,501
Less: Grant Date Fair Value of Equity Awards	(458,781)	(378,194)	(139,143)
Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested	392,284	279,546	108,504
Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	(73,359)	(77,399)	(225,992)
Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	(90,836)	(6,126)	42,346
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	—	—	—
Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	—	—	—
Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	—	—	—
Average Compensation Actually Paid for NEOs (other than PEO)	654,045	652,882	378,216

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Net Income: The amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is not generally aligned with the Company’s net income over the three years presented in the “Pay Versus Performance” table above because we have incurred net losses since our inception. As such, we have not historically looked to net income (loss) as a performance measure for our executive compensation program.

Total Shareholder Return Amount

$ 42.73

53.30

70.61

Net Income (Loss)

$ (22,089,000)

$ (16,435,000)

$ (14,410,000)

PEO Name

Mr. Burnett

Additional 402(v) Disclosure

Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year.Amounts reflect the Company's net income as reported in our audited financial statements for the applicable year.

Description of Relationship Between Compensation Actually Paid and Company Performance

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “Compensation Actually Paid,” calculated in accordance with Item 402(v) of Regulation S-K, for a particular year. However, we believe the values reflected above for Compensation Actually Paid in each of the covered years demonstrate how the Compensation Committee structures our compensation program to prioritize “pay for performance.” The fluctuations in Compensation Actually Paid reflect (i) shifts in our stock performance over the covered years since a significant portion of the compensation paid to our NEOs is in the form of equity grants that include stock option grants, restricted stock, and restricted stock units subject to time-based vesting conditions only and (ii) attainment of pre-established goals under our annual bonus program. It is important to note that Compensation Actually Paid to our NEOs does not necessarily reflect the actual value that an executive will receive in the stated fiscal year as such value will

depend on a variety of factors. For each year set forth in the Summary Compensation Table, such compensation for that year includes stock awards for the PEO and two NEOs that were associated with performance in the prior year.

The following describes how each of the financial measures in the table above, across the period included, relate to the trends in Compensation Actually Paid to the PEO and the other NEOs:

Total Shareholder Return (TSR): As demonstrated in the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is not generally correlated with the Company’s cumulative TSR over the three years presented in the “Pay Versus Performance Table” above. However, a portion of PEO and NEO compensation is in the form of stock options, which correlates such compensation to TSR.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PEO | Grant Date Fair Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (1,192,211)

$ (1,209,602)

$ (506,010)

PEO | Fair Value of Awards Granted, Outstanding and Unvested [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,017,832

865,816

394,586