XML 33 R2.htm IDEA: XBRL DOCUMENT v3.24.3
Pay vs Performance Disclosure
 12 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (as set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s CEO and non-CEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the NEO’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Compensation Discussion and Analysis. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to performance-based and service-based restricted unit awards and stock options, which remain subject to forfeiture if the vesting conditions are not satisfied.
Pay Versus Performance Table
​ ​
Year
​ ​
Summary
Compensation
Table Total for
CEO (1)(2)
 ​ ​
Compensation
Actually Paid to
CEO (1)
 ​ ​
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs (1)(2)
 ​ ​
Average
Compensation
Actually Paid to
Non-CEO
NEOs (1)
 ​ ​
Value of Initial Fixed $100
Investment Based On:
​ ​ ​ ​ ​ ​ ​
​
Total
Shareholder
Return (3)
 ​ ​
Peer Group
Total
Shareholder
Return (4)
 ​ ​
Net
Income
($000) (5)
 ​ ​
Net Sales
($000) (6)
 ​
​ ​ 2024 ​ ​
$   3,209,468
 ​ ​
$   2,185,512
 ​ ​
$   601,459
 ​ ​
$   554,022
 ​ ​
$   236
 ​ ​
$   105
 ​ ​
$   63,816
 ​ ​
$   646,221
 ​
​ ​ 2023 ​ ​
4,209,298
 ​ ​
6,434,816
 ​ ​
473,754
 ​ ​
474,252
 ​ ​
239
 ​ ​
113
 ​ ​
105,807
 ​ ​
791,382
 ​
​ ​ 2022 ​ ​
4,075,599
 ​ ​
3,616,585
 ​ ​
435,671
 ​ ​
300,184
 ​ ​
171
 ​ ​
117
 ​ ​
103,280
 ​ ​
817,762
 ​
​ ​ 2021 ​ ​
3,780,814
 ​ ​
5,866,473
 ​ ​
567,388
 ​ ​
723,881
 ​ ​
233
 ​ ​
163
 ​ ​
60,005
 ​ ​
685,169
 ​
​
(1)
The CEO and all other NEOs for the applicable fiscal years were as follows:
​
•
FY 2024: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2024 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks and Rebecca L. Thompson.
​
•
FY 2023: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2024 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks, Ashley Fothergill and Eric D. Koster.
​
•
FY 2022: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2022 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks, Ashley Fothergill, Eric D. Koster and Corey Whitely.
​
•
FY 2021: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2021 and the Company’s other NEOs were: Corey Whitely, Rodney Hutton, Daniel Grow, Eric D. Koster and Clifford Thorn.
​
(2)
Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table. With respect to the Non-CEO NEOs, amounts shown represent averages.
​
(3)
The amounts in this column assume the investment of  $100 on June 30, 2020, in the Company’s common stock and the reinvestment of all dividends since that date.
​
(4)
The amounts in this column assume the investment of  $100 on June 30, 2020, in the Dow Jones U.S. Furnishings Index and the reinvestment of all dividends since that date.
​
(5)
Amounts reflect Ethan Allen’s net income as reported in the Company’s audited consolidated financial statements for each applicable year.
​
(6)
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, net sales is the financial performance measure that, in Ethan Allen’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the CEO and NEOs, for the most recently completed fiscal year, to company performance. Net sales continues to be viewed by the Company as a core driver of its performance and stockholder value creation and is measured on a GAAP basis and does not reflect any adjustments. Furthermore, net sales is used in the Company’s executive compensation program.
​
Adjustments to Compensation Actually Paid
The following tables detail adjustments to the Summary Compensation Table to determine “Compensation Actually Paid” for the CEO and the average “Compensation Actually Paid” for Non-CEO NEOs. The amounts do not reflect actual compensation earned or paid to our CEO and non-CEO NEOs during each applicable year.
​ ​ ​ ​ ​
CEO Summary Compensation Table Total to Compensation Actually Paid:
 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Adjustments Related to Equity Awards
​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deductions
​ ​
Additions
​ ​ ​ ​
​ ​ ​ ​ ​
Year
​ ​
Summary
Compensation
Table Total for
CEO (1)
 ​ ​
Grant Date Fair
Value of Stock
Option and Stock
Awards Granted in
Fiscal Year (2)
 ​ ​
Fair Value at Fiscal
Year-End of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Fiscal Year (3)
 ​ ​
Increase/ (Decrease)
in Fair Value of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Prior Fiscal Years (3)
 ​ ​
Increase/ (Decrease)
in Fair Value as of
Vesting Date of Stock
Option and Stock
Awards Granted in
Prior Fiscal Years for
which Applicable
Vesting Conditions
Were Satisfied During
Fiscal Year (3)
 ​ ​
Increase/ (Decrease)
in Fair Value as of
Prior Fiscal Year-End
of Stock Option and
Stock Awards Granted
in Prior Fiscal Years
that Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year (3)
 ​ ​
Equals
Compensation
Actually Paid to
CEO
 ​
​ ​ ​ ​ ​ 2024 ​ ​
$   3,209,468
 ​ ​
$   (1,518,009)
 ​ ​
$   1,003,987
 ​ ​
$   (330,646)
 ​ ​
$   76,231
 ​ ​
$  (255,520)
 ​ ​
$  2,185,512
 ​
​ ​ ​ ​ ​ 2023 ​ ​
4,209,298
 ​ ​
(1,518,005)
 ​ ​
2,055,387
 ​ ​
806,373
 ​ ​
881,763
 ​ ​
—
 ​ ​
6,434,816
 ​
​ ​ ​ ​ ​ 2022 ​ ​
4,075,599
 ​ ​
(1,115,010)
 ​ ​
1,125,985
 ​ ​
(342,453)
 ​ ​
(127,535)
 ​ ​
—
 ​ ​
3,616,585
 ​
​ ​ ​ ​ ​ 2021 ​ ​
3,780,814
 ​ ​
(809,290)
 ​ ​
2,164,188
 ​ ​
344,575
 ​ ​
386,186
 ​ ​
—
 ​ ​
5,866,473
 ​
​ ​ ​ ​ ​
Average Non-CEO NEOs Compensation Table Total to Compensation Actually Paid:
 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Adjustments Related to Equity Awards
​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deductions
​ ​
Additions
​ ​ ​ ​
​ ​ ​ ​ ​
Year
​ ​
Average
Summary
Compensation
Table Total for
Non-CEO NEOs (1)
 ​ ​
Average
Grant Date Fair
Value of Stock
Option and Stock
Awards Granted in
Fiscal Year (2)
 ​ ​
Average
Fair Value at Fiscal
Year-End of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Fiscal Year (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Prior Fiscal Years (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value as of
Vesting Date of Stock
Option and Stock
Awards Granted in
Prior Fiscal Years for
which Applicable
Vesting Conditions
Were Satisfied During
Fiscal Year (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value as of
Prior Fiscal Year-End
of Stock Option and
Stock Awards Granted
in Prior Fiscal Years
that Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year (3)
 ​ ​
Equals Average
Compensation
Actually Paid to
Non-CEO NEOs
 ​
​ ​ ​ ​ ​ 2024 ​ ​
$   601,459
 ​ ​
$ (144,838)
 ​ ​
$ 102,529
 ​ ​
$ (10,735)
 ​ ​
$  5,607
 ​ ​
$        —
 ​ ​
$   554,022
 ​
​ ​ ​ ​ ​ 2023 ​ ​
473,754
 ​ ​
(74,040)
 ​ ​
64,602
 ​ ​
12,309
 ​ ​
2,861
 ​ ​
(5,234)
 ​ ​
474,252
 ​
​ ​ ​ ​ ​ 2022 ​ ​
435,671
 ​ ​
(57,829)
 ​ ​
26,976
 ​ ​
(498)
 ​ ​
(359)
 ​ ​
(103,778)
 ​ ​
300,184
 ​
​ ​ ​ ​ ​ 2021 ​ ​
567,388
 ​ ​
(75,408)
 ​ ​
200,794
 ​ ​
17,481
 ​ ​
15,089
 ​ ​
(1,463)
 ​ ​
723,881
 ​
​
(1)
Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table. With respect to the Non-CEO NEOs, amounts shown represent averages.
​
(2)
Amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. With respect to the Non-CEO NEOs, amounts shown represent averages.
​
(3)
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables above. For PSUs with a TSR metric, the fair values as of each measurement date (prior to the end of the performance period) were determined using a Monte Carlo simulation pricing model, with assumptions and methodologies that are consistent with those used to estimate fair value at grant date under U.S. GAAP. For PSUs with net sales and return on equity metrics, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.
​
      
Company Selected Measure Name Net Sales      
Named Executive Officers, Footnote
(1)
The CEO and all other NEOs for the applicable fiscal years were as follows:
​
•
FY 2024: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2024 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks and Rebecca L. Thompson.
​
•
FY 2023: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2024 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks, Ashley Fothergill and Eric D. Koster.
​
•
FY 2022: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2022 and the Company’s other NEOs were: Matthew J. McNulty, Amy Franks, Ashley Fothergill, Eric D. Koster and Corey Whitely.
​
•
FY 2021: M. Farooq Kathwari served as the Company’s CEO for the entirety of FY 2021 and the Company’s other NEOs were: Corey Whitely, Rodney Hutton, Daniel Grow, Eric D. Koster and Clifford Thorn.
     
PEO Total Compensation Amount $ 3,209,468 $ 4,209,298 $ 4,075,599 $ 3,780,814
PEO Actually Paid Compensation Amount $ 2,185,512 6,434,816 3,616,585 5,866,473
Adjustment To PEO Compensation, Footnote
​ ​ ​ ​ ​
CEO Summary Compensation Table Total to Compensation Actually Paid:
 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Adjustments Related to Equity Awards
​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deductions
​ ​
Additions
​ ​ ​ ​
​ ​ ​ ​ ​
Year
​ ​
Summary
Compensation
Table Total for
CEO (1)
 ​ ​
Grant Date Fair
Value of Stock
Option and Stock
Awards Granted in
Fiscal Year (2)
 ​ ​
Fair Value at Fiscal
Year-End of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Fiscal Year (3)
 ​ ​
Increase/ (Decrease)
in Fair Value of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Prior Fiscal Years (3)
 ​ ​
Increase/ (Decrease)
in Fair Value as of
Vesting Date of Stock
Option and Stock
Awards Granted in
Prior Fiscal Years for
which Applicable
Vesting Conditions
Were Satisfied During
Fiscal Year (3)
 ​ ​
Increase/ (Decrease)
in Fair Value as of
Prior Fiscal Year-End
of Stock Option and
Stock Awards Granted
in Prior Fiscal Years
that Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year (3)
 ​ ​
Equals
Compensation
Actually Paid to
CEO
 ​
​ ​ ​ ​ ​ 2024 ​ ​
$   3,209,468
 ​ ​
$   (1,518,009)
 ​ ​
$   1,003,987
 ​ ​
$   (330,646)
 ​ ​
$   76,231
 ​ ​
$  (255,520)
 ​ ​
$  2,185,512
 ​
​ ​ ​ ​ ​ 2023 ​ ​
4,209,298
 ​ ​
(1,518,005)
 ​ ​
2,055,387
 ​ ​
806,373
 ​ ​
881,763
 ​ ​
—
 ​ ​
6,434,816
 ​
​ ​ ​ ​ ​ 2022 ​ ​
4,075,599
 ​ ​
(1,115,010)
 ​ ​
1,125,985
 ​ ​
(342,453)
 ​ ​
(127,535)
 ​ ​
—
 ​ ​
3,616,585
 ​
​ ​ ​ ​ ​ 2021 ​ ​
3,780,814
 ​ ​
(809,290)
 ​ ​
2,164,188
 ​ ​
344,575
 ​ ​
386,186
 ​ ​
—
 ​ ​
5,866,473
 ​
     
Non-PEO NEO Average Total Compensation Amount $ 601,459 473,754 435,671 567,388
Non-PEO NEO Average Compensation Actually Paid Amount $ 554,022 474,252 300,184 723,881
Adjustment to Non-PEO NEO Compensation Footnote
​ ​ ​ ​ ​
Average Non-CEO NEOs Compensation Table Total to Compensation Actually Paid:
 ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Adjustments Related to Equity Awards
​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deductions
​ ​
Additions
​ ​ ​ ​
​ ​ ​ ​ ​
Year
​ ​
Average
Summary
Compensation
Table Total for
Non-CEO NEOs (1)
 ​ ​
Average
Grant Date Fair
Value of Stock
Option and Stock
Awards Granted in
Fiscal Year (2)
 ​ ​
Average
Fair Value at Fiscal
Year-End of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Fiscal Year (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value of
Outstanding and
Unvested Stock
Option and Stock
Awards Granted in
Prior Fiscal Years (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value as of
Vesting Date of Stock
Option and Stock
Awards Granted in
Prior Fiscal Years for
which Applicable
Vesting Conditions
Were Satisfied During
Fiscal Year (3)
 ​ ​
Average
Increase/ (Decrease)
in Fair Value as of
Prior Fiscal Year-End
of Stock Option and
Stock Awards Granted
in Prior Fiscal Years
that Failed to Meet
Applicable Vesting
Conditions During
Fiscal Year (3)
 ​ ​
Equals Average
Compensation
Actually Paid to
Non-CEO NEOs
 ​
​ ​ ​ ​ ​ 2024 ​ ​
$   601,459
 ​ ​
$ (144,838)
 ​ ​
$ 102,529
 ​ ​
$ (10,735)
 ​ ​
$  5,607
 ​ ​
$        —
 ​ ​
$   554,022
 ​
​ ​ ​ ​ ​ 2023 ​ ​
473,754
 ​ ​
(74,040)
 ​ ​
64,602
 ​ ​
12,309
 ​ ​
2,861
 ​ ​
(5,234)
 ​ ​
474,252
 ​
​ ​ ​ ​ ​ 2022 ​ ​
435,671
 ​ ​
(57,829)
 ​ ​
26,976
 ​ ​
(498)
 ​ ​
(359)
 ​ ​
(103,778)
 ​ ​
300,184
 ​
​ ​ ​ ​ ​ 2021 ​ ​
567,388
 ​ ​
(75,408)
 ​ ​
200,794
 ​ ​
17,481
 ​ ​
15,089
 ​ ​
(1,463)
 ​ ​
723,881
 ​
     
Compensation Actually Paid vs. Total Shareholder Return
TSR: Company versus Peer Group and Compensation Actually Paid. As shown in the chart below, our four-year cumulative TSR for the period of fiscal 2021 through fiscal 2024 has significantly outperformed the four-year cumulative TSR for companies included in our peer group. Our NEO long-term incentive compensation program includes TSR as a performance metric. The Compensation Committee selected TSR to add a measure of performance of the Company in comparison to its peer group. As this chart demonstrates, the CAP for our CEO and NEOs were generally aligned with our TSR during the applicable period.
[MISSING IMAGE: bc_captsr-pn.jpg]
     
Compensation Actually Paid vs. Net Income
Compensation Actually Paid versus Net Income. Net Income is not a direct component of our annual non-equity and long-term equity incentive compensation programs, however it is correlated with other components of our annual non-equity incentive and long-term equity incentive compensation programs, such as our adjusted operating income and return on equity metric. Net Income is measured on a GAAP basis and does not reflect any adjustments. Refer to the section titled “Compensation Discussion and Analysis” for further information on the Company’s executive compensation programs. The variation in CAP compared to Net Income during fiscal years 2022 and 2023 were driven by the vesting levels of our performance-based equity awards which are measured over a three-year period. For fiscal 2024, lower CAP better aligned with the decrease in Net Income.
[MISSING IMAGE: bc_capnetincome-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid versus Net Sales. Net Sales was chosen as the Company Selected Measure because it is important in measuring the overall financial health of the Company and is also a prominent metric in our annual non-equity incentive and long-term equity incentive compensation programs. The Compensation Committee selected net sales as a broad indicator of attaining strategic objectives and a core driver of the Company’s performance. Net Sales is measured on a GAAP basis and does not reflect any adjustments. Refer to the section titled “Compensation Discussion and Analysis” for further information on the Company’s executive compensation programs. The variation in CAP compared to Net Sales for fiscal years 2022 and 2023 were driven by the vesting levels of our performance-based equity awards which are measured over a three-year period. For fiscal 2024, lower CAP better aligned with the decrease in Net Sales.
[MISSING IMAGE: bc_capnetsales-pn.jpg]
     
Total Shareholder Return Vs Peer Group
TSR: Company versus Peer Group and Compensation Actually Paid. As shown in the chart below, our four-year cumulative TSR for the period of fiscal 2021 through fiscal 2024 has significantly outperformed the four-year cumulative TSR for companies included in our peer group. Our NEO long-term incentive compensation program includes TSR as a performance metric. The Compensation Committee selected TSR to add a measure of performance of the Company in comparison to its peer group. As this chart demonstrates, the CAP for our CEO and NEOs were generally aligned with our TSR during the applicable period.
[MISSING IMAGE: bc_captsr-pn.jpg]
     
Tabular List, Table
Performance Measures
The following is a list of financial performance measures, which in the Company’s assessment, represent the most important financial performance measures used by the Company to link compensation actually paid for the NEOs to Company performance during fiscal 2024. These metrics are further detailed under our annual non-equity and long-term equity incentive compensation programs in the CD&A.
•
Net Sales and Sales Growth
​
•
Adjusted Operating Income
​
•
Return on Equity
​
•
Total Shareholder Return
     
Total Shareholder Return Amount $ 236 239 171 233
Peer Group Total Shareholder Return Amount 105 113 117 163
Net Income (Loss) $ 63,816 $ 105,807,000 $ 103,280,000 $ 60,005,000
Company Selected Measure Amount 646,221 791,382,000 817,762,000 685,169,000
PEO Name M. Farooq Kathwari      
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Sales and Sales Growth      
Non-GAAP Measure Description
(6)
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, net sales is the financial performance measure that, in Ethan Allen’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the CEO and NEOs, for the most recently completed fiscal year, to company performance. 		     
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Operating Income      
Measure:: 3        
Pay vs Performance Disclosure        
Name Return on Equity      
Measure:: 4        
Pay vs Performance Disclosure        
Name Total Shareholder Return      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,518,009) $ (1,518,005) $ (1,115,010) $ (809,290)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,003,987 2,055,387 1,125,985 2,164,188
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (330,646) 806,373 (342,453) 344,575
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 76,231 881,763 (127,535) 386,186
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (255,520)
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (144,838) (74,040) (57,829) (75,408)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 102,529 64,602 26,976 200,794
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (10,735) 12,309 (498) 17,481
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,607 2,861 (359) 15,089
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (5,234) $ (103,778) $ (1,463)