XML 19 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

 

The following table shows the relationship between executive compensation actually paid (“CAP”) to the Company’s Chief Executive Officer and President and principal executive officer (“PEO”) and our named executive officers (“NEOs”) and certain financial performance of the Company during the last three fiscal years ended December 31, 2024, 2023 and 2022.

 

Year

 

Summary

Compensation Table

Total for PEO(1)

   

Compensation

Actually

Paid to PEO(2)

   

Average Summary Compensation Table

Total for Non-PEO

NEOs(3)

   

Average

Compensation

Actually

Paid to Non-PEO

NEOs(4)

   

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return

   

Net Income (Loss)

 

2024

    $2,280,114       $9,024,334       $356,803       $890,728       $135       ($31,140,000)  

2023

    $385,504       $658,700       $366,374       $248,490       $73       ($31,446,000)  

2022

    $820,152       $184,400       $662,501       $450,998       $23       ($24,792,000)  

 

(1)

Ms. Kennedy assumed the position of PEO effective January 1, 2024, replacing Mr. Scott Slater. The amounts shown are the amounts of total compensation reported for Ms. Kennedy as the current PEO for the year ended December 31, 2024 and Mr. Slater as the former PEO for the years ended December 2023 and 2022 in the “Total” column of the Summary Compensation Table.

 

(2)

The amounts shown represent the amount of CAP to Ms. Kennedy as the current PEO for the year ended December 31, 2024 and Mr. Slater as the former PEO for the years ended December 31, 2023 and 2022, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year.

 

 

   
PEO Total Compensation Amount $ 2,280,114 $ 385,504 $ 820,152
PEO Actually Paid Compensation Amount $ 9,024,334 658,700 184,400
Adjustment To PEO Compensation, Footnote

In accordance with SEC rules, the following adjustments were made to the PEO total compensation for each year to determine CAP:

 

Footnote (2) - Table 1

 

Year

 

Reported

Summary Compensation Table Total for PEO

   

Reported

Value of Equity Awards(i)

   

Equity

Award Adjustments(ii)

   

Compensation Actually

Paid to PEO

 

2024

    $2,280,114       ($1,400,655)       $8,144,875       $9,024,334  

2023

    $385,504       ($85,504)       $358,700       $658,700  

2022

    $820,152       ($520,152)       ($115,600)       $184,400  

 

(i)

Reported Value of Equity Awards represents salary amounts paid in equity plus the amounts reported in the “Stock Awards,” “Bonus” and “All Other Compensation” columns in the Summary Compensation Table for the applicable year.

 

(ii)

The equity award adjustments include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (3) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; and (4) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

Year End Fair Value

of Equity Awards

   

Year over Year

Change in Fair Value

of Outstanding and

Unvested Equity

Awards

   

Fair Value as of

Vesting Date

of Equity Awards

Granted and

Vested in the Year

   

Year over Year Change

in Fair Value

of Equity Awards

Granted in Prior Years

that Vested in the Year

   

Total

Equity

Award Adjustments

 

2024

    $6,760,000       $ -       $1,384,875       $ -       $8,144,875  

2023

    $ -       $ -       $ -       $358,700       $358,700  

2022

    $ -       ($115,600)       $ -       $ -       ($115,600)  

 

 

(3)

The dollar amounts shown represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Ms. Kennedy, who served as our PEO in 2024 and Mr. Slater, who served as our PEO from 2006 to 2023) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Ms. Kennedy in 2024 and Mr. Slater in each 2023 and 2022) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Cathryn Rivera and Stanley Speer, (ii) for 2023, Stanley Speer and Susan Kennedy, and (iii) for 2022, Keith Brackpool (until February 3, 2022), Susan Kennedy (after February 4, 2022) and Stanley Speer. Ms. Rivera was only employed by the Company since September 2024.

 

(4)

The dollar amounts shown represent the average amount of CAP to the NEOs as a group (excluding Ms. Kennedy, who served as our PEO in 2024 and Mr. Slater, who served as our PE from2006 to 2023), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Ms. Kennedy in 2024 and Mr. Slater in each 2023 and 2022) during the applicable year.

   
Non-PEO NEO Average Total Compensation Amount $ 356,803 366,374 662,501
Non-PEO NEO Average Compensation Actually Paid Amount $ 890,728 248,490 450,998
Adjustment to Non-PEO NEO Compensation Footnote

In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Ms. Kennedy in 2024 and Mr. Slater in each 2023 and 2022) for each year to determine the CAP, using the same methodology described above in Footnote 2:

 

Footnote (4) - Table 1

 

Year

 

Average Reported

Summary Compensation

Table Total

for Non-PEO NEOs

   

Average Reported

Value of Equity Awards

   

Average Equity

Award Adjustments(i)

   

Average Compensation

Actually Paid to

Non-PEO NEOs

 

2024

    $356,803       ($131,039)       $664,964       $890,728  

2023

    $366,374       ($26,074)       ($91,810)       $248,490  

2022

    $662,501       ($315,760)       $104,258       $450,998  

 

(i)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

 

Year

 

Average Year End Fair

Value

of Equity Awards

   

Year over Year Average

Change

in Fair Value of

Outstanding

and Unvested Equity

Awards

   

Average Fair Value as

of Vesting Date

of Equity Awards

Granted

and Vested in the Year

   

Year over Year

Average Change

in Fair Value of Equity

Awards Granted

in Prior Years that

Vested in the Year

   

Total

Average Equity

Award Adjustments

 

2024

    $655,460       $ -       $47,117       ($37,613)       $664,964  

2023

    $ -       $2,540       $ -       ($94,350)       ($91,810)  

2022

    $21,170       ($192,950)       $92,013       $184,025       $104,258  

 

   
Total Shareholder Return Amount $ 135 73 23
Net Income (Loss) 31,140,000 31,446,000 24,792,000
PEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,400,655 85,504 520,152
PEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 8,144,875 358,700 115,600
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,760,000 0 0
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 0 0 115,600
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 0 358,700 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,384,875 0 0
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 131,039 26,074 315,760
Non-PEO NEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 664,964 91,810 104,258
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 655,460 0 21,170
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 0 2,540 192,950
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 37,613 94,350 184,025
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 47,117 $ 0 $ 92,013