Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CUTERA, INC. |
Entity Central Index Key | 0001162461 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Value of Initial Fixed Fiscal Year SCT for PEO CAP to PEO Average SCT for NEOs Average CAP to NEOs TSR Peer Group TSR Net Income (Loss) ($M) Revenue ($M) (a) (b) 1 (c) 2 (d) 3 (e) 2 (f) 4 (g) 4 (h) 5 (i) 6 2023 7 $ 7,279,813 $ 2,111,276 $ 386,053 $ (365,304) $ 9.90 $ 106.30 $ (162.8) $ 212.4 2023 8 $ 1,276,291 $ 390,968 2023 9 $ 1,714,904 $ (696,984) 2022 $ 2,597,552 $ 2,761,857 $ 966,115 $ 673,736 $ 123.50 $ 99.80 $ (82.3) $ 252.4 2021 $ 4,065,626 $ 6,422,427 $ 2,356,048 $ 2,997,001 $ 115.40 $ 125.40 $ 2.1 $ 231.3 2020 $ 1,334,582 $ (350,182) $ 1,062,163 $ 853,506 $ 67.30 $ 130.00 $ (23.9) $ 147.7 | |||
Company Selected Measure Name | revenue | |||
Named Executive Officers, Footnote | The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table in this section for each of 2023, 2022 2021, and 2020, the Non-PEO NEOs were: Non-PEO NEOs 2023 2022 2021 2020 Stuart D. Drummond Daniel J. Plants Daniel J. Plants Jason R. Richey Jeffrey S. Jones Rohan R. Seth Rohan R. Seth Rohan R. Seth Michael A. Karavitis Michael A. Karavitis Michael A. Karavitis Fuad Ahmad Stephana E. Patton — — — | |||
Peer Group Issuers, Footnote | TSR is calculated by assuming that a $100 investment was made at the close of trading on December 31, 2019 and reinvesting all dividends until the last day of each Covered Year. The TSR peer group consists of the Nasdaq Health Care Index, as used in our performance graph in our annual report. | |||
PEO Total Compensation Amount | $ 2,597,552 | $ 4,065,626 | $ 1,334,582 | |
PEO Actually Paid Compensation Amount | 2,761,857 | 6,422,427 | (350,182) | |
Adjustment To PEO Compensation, Footnote | The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules, as shown in the adjustment table below. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as none were paid during the measurement period. The following table details the adjustments described in note 2 above: Fiscal Year Executives SCT Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table Plus Year End Fair Value of Equity Awards Granted During Year That Are Outstanding and Unvested at Fiscal Year End Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Plus Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Total Equity CAP CAP (a) (b) (i) (ii) (iii) (iv) (c)=(i)+(ii)+(iii)+(iv) (d)=(a)-(b)+(c) 2023 PEO 1 $ 7,279,813 $ 6,997,690 $ 1,829,153 $ — $ — $ — $ 1,829,153 $ 2,111,276 PEO 2 $ 1,276,291 $ 771,362 $ 139,132 $ (111,369) $ — $ (141,724) $ (113,961) $ 390,968 PEO 3 $ 1,714,904 $ 663,265 $ 165,582 $ (1,747,497) $ — $ (166,708) $ (1,748,623) $ (696,984) Non-PEO NEOs $ 386,053 $ 143,813 $ 34,048 $ (508,938) $ — $ (132,654) $ (607,544) $ (365,304) 2022 PEO $ 2,597,552 $ 1,530,185 $ 1,838,392 $ (1,399,323) $ — $ 1,255,421 $ 1,694,490 $ 2,761,857 Non-PEO NEOs $ 966,115 $ 473,804 $ 559,128 $ (568,799) $ — $ 191,096 $ 181,425 $ 673,736 2021 PEO $ 4,065,626 $ 2,593,961 $ 2,677,682 $ 1,484,535 $ — $ 788,545 $ 4,950,762 $ 6,422,427 Non-PEO NEOs $ 2,356,048 $ 1,792,962 $ 1,746,178 $ 406,446 $ — $ 281,291 $ 2,433,915 $ 2,997,001 2020 PEO $ 1,334,582 $ 673,024 $ 628,451 $ (1,278,038) $ — $ (362,153) $ (1,011,740) $ (350,182) Non-PEO NEOs $ 1,062,163 $ 449,147 $ 668,106 $ (250,739) $ — $ (176,877) $ 240,490 $ 853,506 (a) The dollar amounts reported in the Summary Compensation Table for the applicable Covered Year. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable Covered Year. (c) The recalculated value of equity awards for each applicable Covered Year includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable Covered Year that are outstanding and unvested as of the end of the Covered Year; (ii) the amount of change as of the end of the applicable Covered Year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable Covered Year; (iii) the fair value as of the vesting date of any equity awards granted in the applicable Covered Year that vested in the Covered Year; and (iv) for equity awards granted in a prior fiscal year that vest in the applicable Covered Year, the change in the fair value as of the vesting date from the beginning of the applicable Covered Year. (d) Compensation actually paid” is a value calculated under applicable SEC rules and may be higher or lower than amounts, if any, that are actually realized by our NEOs. 1. Taylor C. Harris 2. Sheila A. Hopkins 3. David H. Mowry | |||
Non-PEO NEO Average Total Compensation Amount | $ 386,053 | 966,115 | 2,356,048 | 1,062,163 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (365,304) | 673,736 | 2,997,001 | 853,506 |
Adjustment to Non-PEO NEO Compensation Footnote | The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules, as shown in the adjustment table below. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as none were paid during the measurement period. The following table details the adjustments described in note 2 above: Fiscal Year Executives SCT Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table Plus Year End Fair Value of Equity Awards Granted During Year That Are Outstanding and Unvested at Fiscal Year End Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Plus Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Total Equity CAP CAP (a) (b) (i) (ii) (iii) (iv) (c)=(i)+(ii)+(iii)+(iv) (d)=(a)-(b)+(c) 2023 PEO 1 $ 7,279,813 $ 6,997,690 $ 1,829,153 $ — $ — $ — $ 1,829,153 $ 2,111,276 PEO 2 $ 1,276,291 $ 771,362 $ 139,132 $ (111,369) $ — $ (141,724) $ (113,961) $ 390,968 PEO 3 $ 1,714,904 $ 663,265 $ 165,582 $ (1,747,497) $ — $ (166,708) $ (1,748,623) $ (696,984) Non-PEO NEOs $ 386,053 $ 143,813 $ 34,048 $ (508,938) $ — $ (132,654) $ (607,544) $ (365,304) 2022 PEO $ 2,597,552 $ 1,530,185 $ 1,838,392 $ (1,399,323) $ — $ 1,255,421 $ 1,694,490 $ 2,761,857 Non-PEO NEOs $ 966,115 $ 473,804 $ 559,128 $ (568,799) $ — $ 191,096 $ 181,425 $ 673,736 2021 PEO $ 4,065,626 $ 2,593,961 $ 2,677,682 $ 1,484,535 $ — $ 788,545 $ 4,950,762 $ 6,422,427 Non-PEO NEOs $ 2,356,048 $ 1,792,962 $ 1,746,178 $ 406,446 $ — $ 281,291 $ 2,433,915 $ 2,997,001 2020 PEO $ 1,334,582 $ 673,024 $ 628,451 $ (1,278,038) $ — $ (362,153) $ (1,011,740) $ (350,182) Non-PEO NEOs $ 1,062,163 $ 449,147 $ 668,106 $ (250,739) $ — $ (176,877) $ 240,490 $ 853,506 (a) The dollar amounts reported in the Summary Compensation Table for the applicable Covered Year. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable Covered Year. (c) The recalculated value of equity awards for each applicable Covered Year includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable Covered Year that are outstanding and unvested as of the end of the Covered Year; (ii) the amount of change as of the end of the applicable Covered Year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable Covered Year; (iii) the fair value as of the vesting date of any equity awards granted in the applicable Covered Year that vested in the Covered Year; and (iv) for equity awards granted in a prior fiscal year that vest in the applicable Covered Year, the change in the fair value as of the vesting date from the beginning of the applicable Covered Year. (d) Compensation actually paid” is a value calculated under applicable SEC rules and may be higher or lower than amounts, if any, that are actually realized by our NEOs. 1. Taylor C. Harris 2. Sheila A. Hopkins 3. David H. Mowry | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | Most Important Performance Measures : • Revenue • Non-GAAP Gross Margin • Non-GAAP Operating Income • AviClear Milestones | |||
Total Shareholder Return Amount | $ 9.90 | 123.50 | 115.40 | 67.30 |
Peer Group Total Shareholder Return Amount | 106.30 | 99.80 | 125.40 | 130 |
Net Income (Loss) | $ (162,800,000) | $ (82,300,000) | $ 2,100,000 | $ (23,900,000) |
Company Selected Measure Amount | 212,400,000 | 252,400,000 | 231,300,000 | 147,700,000 |
Additional 402(v) Disclosure | The dollar amounts reported in column (b) are the amounts of total compensation reported for the Chief Executive Officer and PEO, for each corresponding year in the “Total” column of the Summary Compensation Table. For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards and restricted stock units in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. Most valuation assumptions and processes used to recalculate fair values for this purpose did not materially differ from those disclosed in Note 8—Stockholders’ Equity, Stock Plans and Stock-Based Compensation Expense in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Option award fair values were recalculated as of each Covered Year end and vesting date, as applicable, based on the following assumptions: Fiscal Year Expected Term Volatility Risk-Free Rate 2023 5.3 - 7.0 years 66.1% - 81.2% 4.00% - 4.25% 2022 2.1 - 3.7 years 67.0% 3.00% 2021 0.7 - 3.5 years 67.0% 0.86% 2020 1.4 - 2.3 years 67.0% 0.53% Performance-based award fair values were recalculated to value performance awards at target until board approval. | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Revenue | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Non-GAAP Gross Margin | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Non-GAAP Operating Income | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | AviClear Milestones | |||
Taylor Harris [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 7,279,813 | |||
PEO Actually Paid Compensation Amount | $ 2,111,276 | |||
PEO Name | Taylor Harris | |||
David Mowry [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 1,714,904 | |||
PEO Actually Paid Compensation Amount | $ (696,984) | |||
PEO Name | David Mowry | |||
Sheila Hopkins [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 1,276,291 | |||
PEO Actually Paid Compensation Amount | $ 390,968 | |||
PEO Name | Sheila Hopkins | |||
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (1,530,185) | $ (2,593,961) | $ (673,024) | |
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,694,490 | 4,950,762 | (1,011,740) | |
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,838,392 | 2,677,682 | 628,451 | |
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,399,323) | 1,484,535 | (1,278,038) | |
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | |
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,255,421 | 788,545 | (362,153) | |
PEO | Taylor Harris [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (6,997,690) | |||
PEO | Taylor Harris [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,829,153 | |||
PEO | Taylor Harris [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,829,153 | |||
PEO | Taylor Harris [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Taylor Harris [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Taylor Harris [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | David Mowry [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (663,265) | |||
PEO | David Mowry [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,748,623) | |||
PEO | David Mowry [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 165,582 | |||
PEO | David Mowry [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,747,497) | |||
PEO | David Mowry [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | David Mowry [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (166,708) | |||
PEO | Sheila Hopkins [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (771,362) | |||
PEO | Sheila Hopkins [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (113,961) | |||
PEO | Sheila Hopkins [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 139,132 | |||
PEO | Sheila Hopkins [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (111,369) | |||
PEO | Sheila Hopkins [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Sheila Hopkins [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (141,724) | |||
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (143,813) | (473,804) | (1,792,962) | (449,147) |
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (607,544) | 181,425 | 2,433,915 | 240,490 |
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 34,048 | 559,128 | 1,746,178 | 668,106 |
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (508,938) | (568,799) | 406,446 | (250,739) |
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (132,654) | $ 191,096 | $ 281,291 | $ (176,877) |