XML 18 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

This disclosure has been prepared in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K and does not necessarily reflect how the Compensation Committee evaluates compensation decisions when contemplating Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the years shown. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to the Compensation Discussion and Analysis section above.

 

Pay versus Performance Table

The following table sets forth information concerning the compensation of our PEO and NEOs for each of the fiscal years ending December 31, 2024 and 2023:

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 (2) ($)

 

Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) ($)

 

Net Income ($ in 000s)

2024

    376,300       376,300       496,836       564,062       370       7,636  

2023

    225,000       253,742       281,366       646,491       273       3,489  

(1)

The amounts shown for Summary Compensation Table total for PEO are the amounts of total compensation reported for Mr. Ferrantino for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above.

(2)

The amounts shown for Compensation Actually Paid do not reflect the actual amount of compensation earned or paid to our executive officers during the applicable fiscal year and it is reported solely pursuant to the new SEC rules. Additionally, it does not represent amounts that have actually been earned or realized, including with respect to certain equity awards for which performance conditions for these equity awards have not yet been realized.

(3)

The amounts shown for Average Summary Compensation Table Total for Non-PEO NEOs are the average amounts of total compensation reported for the Non-PEO NEOs for each corresponding year in the "Total" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above.

 

 
PEO Total Compensation Amount $ 376,300 $ 225,000
PEO Actually Paid Compensation Amount $ 376,300 253,742
Adjustment To PEO Compensation, Footnote

(4)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the "Stock Awards" column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 19 above.

PEO

 

Summary Compensation Table Total ($)

   

Exclusion of Stock Awards ($)

   

Inclusion of Equity Values ($)

   

Compensation Actually Paid ($)

 

2024

    376,300                   376,300  

2023

    225,000             28,742       253,742  

 

Non-PEO NEOs

 

Average Summary Compensation Table Total for Non-PEO NEOs ($)

   

Average Exclusion of Stock Awards for Non-PEO NEOs ($)

   

Inclusion of Equity Values for Non-PEO NEOs ($)

   

Compensation Actually Paid to Non-PEO NEOs ($)

 

2024

    496,836       (288,300 )     355,526       564,062  

2023

    281,366       (67,800 )     432,925       646,491  

 

 

The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:

PEO

 

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($)

 

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($)

 

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year ($)

 

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($)

 

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year ($)

 

Total - Inclusion of Equity Values ($)

2024

                                   

2023

                      28,742             28,742  

 

Non-PEO NEOs

 

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)

 

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)

 

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)

 

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)

 

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)

 

Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)

2024

    363,225       40,100             (47,799 )           355,526  

2023

    214,200       172,130             46,595             432,925  

 

(5)

The amounts shown for Value of Initial Fixed $100 Investment Based on Total Shareholder Return ("TSR") assumes $100 was invested for the period starting October 7, 2022 (the date of the Company's IPO) through the end of December 31, 2023 for 2023 and December 31, 2024 for 2024. Historical stock performance is not necessarily indicative of future stock performance.

 

 

 
Non-PEO NEO Average Total Compensation Amount $ 496,836 281,366
Non-PEO NEO Average Compensation Actually Paid Amount $ 564,062 646,491
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return

In accordance with SEC rules, the following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's cumulative TSR during the two most recently completed fiscal years.

peovsavgnon-peocaptsr.jpg

 

All information provided herein under the heading Pay Versus Performance will not be deemed to be incorporated by reference into any filing made by us under the Securities Act or the Exchange act, whether made before or after the date hereof and regardless of any general incorporation language included in any such filing, except to the extent we specifically incorporate such information by reference.

 

 

 
Compensation Actually Paid vs. Net Income

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

In accordance with SEC rules, the following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company's Net Income during the two most recently completed fiscal years.

peovsavgnon-peocapni.jpg
 
Total Shareholder Return Amount $ 370 273
Net Income (Loss) 7,636,000 3,489,000
PEO | Equity Awards Adjustments    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 28,742
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
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 0
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 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 0 28,742
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 355,526 432,925
Non-PEO NEO | Equity Awards Adjustments    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (288,300) (67,800)
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 355,526 432,925
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 363,225 214,200
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 40,100 172,130
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
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 (47,799) 46,595
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ 0