The Joint Corp. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2024

Oct. 13, 2024

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for First PEO(1) ($)	Summary Compensation Table Total for Second PEO(1) ($)	Compensation Actually Paid to First PEO(3) ($)	Compensation Actually Paid to Second PEO(4) ($)	Summary Compensation Table Total for non-PEO named executive officers(1) ($)	Compensation Actually Paid to non-PEO named executive officers(5) ($)	Value of initial fixed $100 investment based on Total Shareholder Return ($)	Net Income/(Loss) ($)	EBITDA(2) ($)

2024	1,194,793	864,235	759,315	881,867	672,640	750,547	(79)	(8,529,843)	(3,811,095)
2023	706,096	N/A	561,371	N/A	541,361	440,384	(85)	(9,752,197)	10,288,420
2022	741,361	N/A	(1,727,094)	N/A	406,418	(820,580)	(84)	626,705	7,474,876

Company Selected Measure Name

EBITDA

Named Executive Officers, Footnote

Peter D. Holt, our former President and Chief Executive Officer, was our first PEO, Sanjiv Razdan, our President and Chief Executive Officer, was our second PEO, and Jake Singleton, our Chief Financial Officer, was our only non-PEO NEO.

Adjustment To PEO Compensation, Footnote


Adjustments to Determine Compensation to First PEO	2024	2023	2022

Deduction for amounts reported under “Stock Awards” column in SCT	$(271,822)	$(271,811)	$(271,830)
Deduction for amounts reported under “Option Awards” column in the SCT	—	—	—
Increase for fair value of awards granted during year that remain unvested during that year	—	166,311	92,687
Increase for fair value of awards granted during year that vest during that year	—	—	—
Increase/(deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	—	(61,052)	(1,451,457)
Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	(2,405)	21,827	(837,855)
Deduction of fair value of awards granted prior to year that were forfeited during year	(161,251)	—	—
Increase based upon incremental fair value of awards modified during year	—	—	—
Increase based on dividends or other earnings paid during year prior to vesting date of awards	—	—	—
TOTAL ADJUSTMENTS	$(435,478)	$(144,725)	$(2,468,455)


Adjustments to Determine Compensation to Second PEO	2024	2023	2022

Deduction for amounts reported under “Stock Awards” column in SCT	$(400,000)	N/A	N/A
Deduction for amounts reported under “Option Awards” column in the SCT	(236,532)	N/A	N/A
Increase for fair value of awards granted during year that remain unvested during that year	654,164	N/A	N/A
Increase for fair value of awards granted during year that vest during that year	—	N/A	N/A
Increase/(deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	—	N/A	N/A
Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	—	N/A	N/A
Deduction of fair value of awards granted prior to year that were forfeited during year	—	N/A	N/A
Increase based upon incremental fair value of awards modified during year	—	N/A	N/A
Increase based on dividends or other earnings paid during year prior to vesting date of awards	—	N/A	N/A
TOTAL ADJUSTMENTS	$17,632	$—	$—

Non-PEO NEO Average Total Compensation Amount

$ 672,640

$ 541,361

$ 406,418

Non-PEO NEO Average Compensation Actually Paid Amount

$ 750,547

440,384

(820,580)

Adjustment to Non-PEO NEO Compensation Footnote


Adjustments to Determine Compensation to non-PEO NEO	2024	2023	2022

Deduction for amounts reported under “Stock Awards” column in SCT	$(245,688)	$(217,611)	$(124,968)
Deduction for amounts reported under “Option Awards” column in the SCT	—	—	—
Increase for fair value of awards granted during year that remain unvested during that year	281,482	139,451	42,611
Increase for fair value of awards granted during year that vest during that year	—	—	—
Increase/(deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end	9,047	(27,975)	(438,884)
Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year	33,066	5,158	(705,228)
Deduction of fair value of awards granted prior to year that were forfeited during year	—	—	—
Increase based upon incremental fair value of awards modified during year	—	—	—
Increase based on dividends or other earnings paid during year prior to vesting date of awards	—	—	—
TOTAL ADJUSTMENTS	$77,907	$(100,977)	$(1,226,469)

Compensation Actually Paid vs. Total Shareholder Return

The graphs below compare the compensation actually paid to our PEOs and the compensation paid to our remaining NEO, with (i) our cumulative total shareholder return, (ii) our net income, and (iii) our EBITDA, in each case, for the fiscal years ended 2024, 2023 and 2022.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Amount

$ (79)

(85)

(84)

Net Income (Loss)

$ (8,529,843)

$ (9,752,197)

$ 626,705

Company Selected Measure Amount

(3,811,095)

10,288,420

7,474,876

PEO Name

Sanjiv Razdan

1.Peter D. Holt

Additional 402(v) Disclosure

We provide our PEO and other NEO with the opportunity to earn incentive awards in the form of restricted stock and stock options under a performance-based incentive pay program based on the achievement of individual goals and our achievement of milestones that advance our core business strategies. We believe that the use of equity awards in our performance-based incentive pay program serves to align our PEO’s and NEO’s interests with our stockholders’ interests in the long term. We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Thus, the compensation actually paid for our NEOs may not be correlated with our total shareholder return or net income (loss) for any given year, including the years set forth in the table, as the market price of our common stock is affected by many factors and may not reflect the achievement of milestones under our performance-based incentive pay program. However, because a significant portion of our NEOs’ total compensation is in the form of equity, compensation actually paid values for our PEO and other NEO (as calculated in accordance with Item 402(v) of Regulation S-K) is strongly aligned with our total shareholder return. [In fiscal years 2022 and 2023, compensation actually paid was lower than the Summary Compensation table total compensation for our PEO and other NEO, primarily due to a decline in our total shareholder return. In fiscal year 2024, our first PEO compensation actually paid was lower than the Summary Compensation table total due to the forfeitures of unvested awards during the year resulting from his termination. Alternatively, compensation actually paid was higher than the Summary Compensation table total for our second PEO and other NEO, primarily due to a slight increase in the performance of our total shareholder return in fiscal year 2024 versus fiscal years 2023 and 2022.]

Measure:: 1

Pay vs Performance Disclosure

Name

EBITDA

Non-GAAP Measure Description

We base cash bonuses for our PEO and other NEO under our short-term incentive plan on the achievement of a target EBITDA established by our Board of Directors each year. We define EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. Please see “Part II, Item 7, Non-GAAP Financial Measures” on page 36 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025, for the reconciliation of net income to Adjusted EBITDA.

Holt [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 1,194,793

$ 706,096

$ 741,361

PEO Actually Paid Compensation Amount

759,315

561,371

(1,727,094)

Razdan [Member]

Pay vs Performance Disclosure