XML 33 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 4 Months Ended 8 Months Ended 12 Months Ended
Apr. 21, 2023
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following tables and related disclosure to illustrate the relationship between executive compensation “actually paid” (as calculated herein) and certain measures of our financial performance.
Pay Versus Performance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Compensation Table
Total for PEO -
David Lowery(1)
 
 
Compensation Table
Total for PEO -
Robert G. Russell(1)
 
 
Compensation
Actually Paid
to PEO -
David Lowery(1)(3)
 
 
Compensation
Actually
Paid to PEO -
Robert G. Russell(1)(3)
 
 
Average Summary
Compensation Table
Total for Non-PEO
Named Executive Officers(2)
 
 
Average Compensation
Actually Paid to Non-PEO
Named Executive Officers(2)(3)
 
 
Value of Initial Fixed $100
Investment Based On:
 
 
Net (loss)
Income
(thousands)
 
Total Shareholder
Return
 
2024
 
 
$415,705
 
 
$—
 
 
$634,416
 
 
$—
 
 
$510,369
 
 
$504,892
 
 
$15.20
 
 
$(39,882,000)
2023
 
 
$434,296
 
 
$274,285
 
 
$373,729
 
 
$274,285
 
 
$324,099
 
 
$324,099
 
 
$26.88
 
 
$(4,179,000)
2022
 
 
$—
 
 
$510,787
 
 
$—
 
 
$510,787
 
 
$286,529
 
 
$271,799
 
 
$59.38
 
 
$6,161,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
David Lowery served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2024. Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO). Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2022.
(2)
Joseph D. Perillo, Alfred Botta and Thomas Slater were our non-PEO NEOs for fiscal year ended December 31, 2024. Michael A. Carrazza, Joseph D. Perillo and Alfred Botta were our non-PEO NEOs for fiscal year ended December 31, 2023. Michael A. Carrazza, Joseph D. Perillo and David Lowery were our non-PEO NEOs for fiscal year ended December 31, 2022.
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. For each of the years presented, the following table sets forth the adjustments made to arrive at compensation “actually paid” to our NEOs during each of the years presented. All amounts are rounded to the nearest dollar.
Compensation “Actually Paid” Calculation
 
 
 
 
 
 
 
 
 
 
 
 
 
2024
 
 
2023
 
 
2022
Equity Award Adjustments to Determine Compensation “Actually Paid” ($)
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO
 
 
Average
Non-PEO
NEOs
Compensation reported in the Summary Compensation Table (SCT)
 
 
$415,705
 
 
$—
 
 
$510,369
 
 
$434,296
 
 
$274,285
 
 
$324,099
 
 
$510,787
 
 
$286,529
(Subtract): value of stock award included in the SCT
 
 
(31,440)
 
 
—
 
 
(8,333)
 
 
(31,440)
 
 
—
 
 
—
 
 
—
 
 
(10,480)
Add: fair value of unvested equity awards held as of the end of the covered fiscal year
 
 
250,002
 
 
—
 
 
3,334
 
 
—
 
 
—
 
 
—
 
 
—
 
 
 
Add: fair value of granted and vested equity held as of the end of the covered fiscal year
 
 
—
 
 
—
 
 
853
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
Add (or Subtract): change in fair value of the unvested equity award from the prior fiscal year to the end of the covered fiscal year
 
 
(5,671)
 
 
—
 
 
(3,186)
 
 
(40,618)
 
 
—
 
 
—
 
 
—
 
 
(14,850)
Add (or Subtract): change in fair value of the vested equity award from the prior fiscal year to the date on which the equity award vested in the covered fiscal year
 
 
5,820
 
 
—
 
 
1,855
 
 
11,491
 
 
 
 
—
 
 
—
 
 
10,600
Compensation Actually Paid
 
 
634,416
 
 
—
 
 
504,892
 
 
373,729
 
 
274,285
 
 
324,099
 
 
510,787
 
 
271,799
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO).
    
Named Executive Officers, Footnote    
(1)
David Lowery served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2024. Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO). Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2022.
(2)
Joseph D. Perillo, Alfred Botta and Thomas Slater were our non-PEO NEOs for fiscal year ended December 31, 2024. Michael A. Carrazza, Joseph D. Perillo and Alfred Botta were our non-PEO NEOs for fiscal year ended December 31, 2023. Michael A. Carrazza, Joseph D. Perillo and David Lowery were our non-PEO NEOs for fiscal year ended December 31, 2022.
   
Adjustment To PEO Compensation, Footnote    
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. For each of the years presented, the following table sets forth the adjustments made to arrive at compensation “actually paid” to our NEOs during each of the years presented. All amounts are rounded to the nearest dollar.
Compensation “Actually Paid” Calculation
 
 
 
 
 
 
 
 
 
 
 
 
 
2024
 
 
2023
 
 
2022
Equity Award Adjustments to Determine Compensation “Actually Paid” ($)
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO
 
 
Average
Non-PEO
NEOs
Compensation reported in the Summary Compensation Table (SCT)
 
 
$415,705
 
 
$—
 
 
$510,369
 
 
$434,296
 
 
$274,285
 
 
$324,099
 
 
$510,787
 
 
$286,529
(Subtract): value of stock award included in the SCT
 
 
(31,440)
 
 
—
 
 
(8,333)
 
 
(31,440)
 
 
—
 
 
—
 
 
—
 
 
(10,480)
Add: fair value of unvested equity awards held as of the end of the covered fiscal year
 
 
250,002
 
 
—
 
 
3,334
 
 
—
 
 
—
 
 
—
 
 
—
 
 
 
Add: fair value of granted and vested equity held as of the end of the covered fiscal year
 
 
—
 
 
—
 
 
853
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
Add (or Subtract): change in fair value of the unvested equity award from the prior fiscal year to the end of the covered fiscal year
 
 
(5,671)
 
 
—
 
 
(3,186)
 
 
(40,618)
 
 
—
 
 
—
 
 
—
 
 
(14,850)
Add (or Subtract): change in fair value of the vested equity award from the prior fiscal year to the date on which the equity award vested in the covered fiscal year
 
 
5,820
 
 
—
 
 
1,855
 
 
11,491
 
 
 
 
—
 
 
—
 
 
10,600
Compensation Actually Paid
 
 
634,416
 
 
—
 
 
504,892
 
 
373,729
 
 
274,285
 
 
324,099
 
 
510,787
 
 
271,799
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO).
    
Non-PEO NEO Average Total Compensation Amount     $ 510,369 $ 324,099 $ 286,529
Non-PEO NEO Average Compensation Actually Paid Amount     $ 504,892 324,099 271,799
Adjustment to Non-PEO NEO Compensation Footnote    
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. For each of the years presented, the following table sets forth the adjustments made to arrive at compensation “actually paid” to our NEOs during each of the years presented. All amounts are rounded to the nearest dollar.
Compensation “Actually Paid” Calculation
 
 
 
 
 
 
 
 
 
 
 
 
 
2024
 
 
2023
 
 
2022
Equity Award Adjustments to Determine Compensation “Actually Paid” ($)
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO –
David
Lowery
 
 
PEO –
Robert G.
Russell
 
 
Average
Non-PEO
NEOs
 
 
PEO
 
 
Average
Non-PEO
NEOs
Compensation reported in the Summary Compensation Table (SCT)
 
 
$415,705
 
 
$—
 
 
$510,369
 
 
$434,296
 
 
$274,285
 
 
$324,099
 
 
$510,787
 
 
$286,529
(Subtract): value of stock award included in the SCT
 
 
(31,440)
 
 
—
 
 
(8,333)
 
 
(31,440)
 
 
—
 
 
—
 
 
—
 
 
(10,480)
Add: fair value of unvested equity awards held as of the end of the covered fiscal year
 
 
250,002
 
 
—
 
 
3,334
 
 
—
 
 
—
 
 
—
 
 
—
 
 
 
Add: fair value of granted and vested equity held as of the end of the covered fiscal year
 
 
—
 
 
—
 
 
853
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
Add (or Subtract): change in fair value of the unvested equity award from the prior fiscal year to the end of the covered fiscal year
 
 
(5,671)
 
 
—
 
 
(3,186)
 
 
(40,618)
 
 
—
 
 
—
 
 
—
 
 
(14,850)
Add (or Subtract): change in fair value of the vested equity award from the prior fiscal year to the date on which the equity award vested in the covered fiscal year
 
 
5,820
 
 
—
 
 
1,855
 
 
11,491
 
 
 
 
—
 
 
—
 
 
10,600
Compensation Actually Paid
 
 
634,416
 
 
—
 
 
504,892
 
 
373,729
 
 
274,285
 
 
324,099
 
 
510,787
 
 
271,799
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO).
    
Compensation Actually Paid vs. Total Shareholder Return        
Compensation Actually Paid vs. Net Income        
Total Shareholder Return Amount     $ 15.2 26.88 59.38
Net Income (Loss)     $ (39,882,000) (4,179,000) $ 6,161,000
PEO Name Robert G. Russell David Lowery David Lowery   Robert G. Russell
David Lowery [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 415,705 434,296 $ 0
PEO Actually Paid Compensation Amount     634,416 373,729 0
Robert G. Russell [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     0 274,285 510,787
PEO Actually Paid Compensation Amount     0 274,285 510,787
PEO | David Lowery [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (31,440) (31,440)  
PEO | David Lowery [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     250,002 0  
PEO | David Lowery [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     (5,671) (40,618)  
PEO | David Lowery [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0  
PEO | David Lowery [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     5,820 11,491  
PEO | Robert G. Russell [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
PEO | Robert G. Russell [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     0 0 0
PEO | Robert G. Russell [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 0 0
PEO | Robert G. Russell [Member] | 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 | Robert G. Russell [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   0
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     (8,333) 0 (10,480)
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     3,334 0  
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     (3,186) 0 (14,850)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     853 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     $ 1,855 $ 0 $ 10,600