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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

 

Pay Versus Performance Table for 2024

 

   Summary       Average Summary   Average   Value of Initial Fixed $100 Investment Based On:     
Year  Compensation
Table Total
for PEO1
   Compensation
Actually Paid to
PEO2
   Compensation
Table Total for
Non-PEO NEOs3
   Compensation
Actually Paid to
Non-PEO NEOs4
   Total
Shareholder
Return5
   Net
Income
(millions)6
 
(a)  (b)   (c)   (d)   (e)   (f)   (g) 
2024   $681,704   $663,306   $352,733   $426,928   $135   $11.5 
2023   647,292    566,257    322,568    329,596    92    12.1 
2022   756,770    821,958    342,069    361,389    87    12.5 

 

1The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Klein, Chairman, President, and Chief Executive Officer, the Company’s principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for 2024” on page 19.

 

2The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation for each year to determine the compensation actually paid:
3The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Klein) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Klein) included for purposes of calculating the average amounts in each applicable year are Anthony V. Cosentino (our Executive Vice President and Chief Financial Officer) and Ernesto Gaytan (our Chief Technology Innovation Officer).

 

4The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Klein) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
5Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

 

6The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
   
Adjustment To PEO Compensation, Footnote
Year  Reported
Summary
Compensation
Table Total for
PEO
   Reported Value
of Equity
Awards(a)
   Equity
Award
Adjustments(b)
   Reported
Change in the
Acturial
Present Value
of Pension
Benefits(c)
   Pension
Benefit
Adjustments(d)
   Compensation
Actually Paid to
PEO
 
2024  $681,704   $(43,111)  $143,229   $(15,407)  $(103,109)  $663,306 
2023   647,292    (53,980)   21,171    (16,396)   (31,831)   566,257 
2022   756,770    (45,463)   60,968    (66,441)   116,125    821,958 

 

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

 

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) 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; (ii) 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; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) 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; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. 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   Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year   Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation   Total Equity Award Adjustments 
2024  $71,847   $49,423   $      -   $21,960   $-   $         -   $143,229 
2023   42,243    (16,000)   -    (5,072)           -    -    21,171 
2022   101,700    (29,341)   -    (11,392)   -    -    60,968 

 

(c)The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table for 2024 on page 19.

 

(d)The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.

 

The amounts deducted or added in calculating the pension benefit adjustments are as follows:

 

Year  Service
Cost
   Prior Service
Cost
   Total Pension
Benefit
Adjustments
 
2024  $(54,163)  $(48,946)  $(103,109)
2023   (48,946)   17,115    (31,831)
2022   17,115    99,010    116,125 
   
Non-PEO NEO Average Total Compensation Amount [1] $ 352,733 $ 322,568 $ 342,069
Non-PEO NEO Average Compensation Actually Paid Amount [2] $ 426,928 329,596 361,389
Adjustment to Non-PEO NEO Compensation Footnote
Year  Average
Reported
Summary
Compensation
Table Total for
Non-PEO
NEOs
   Average
Reported
Value of
Equity
Awards
   Average Equity
Award
Adjustments(a)
   Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
   Average Pension
Benefit
Adjustments(b)
   Average
Compensation
Actually
Paid to
Non-PEO NEOs
 
2024  $352,733   $(21,556)  $71,690   $(15,172)  $39,233   $426,928 
2023   322,568    (27,021)   15,662    (16,383)   34,771    329,596 
2022   342,069    (22,798)   30,183    (19,492)   31,426    361,389 
(a)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   Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year   Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation   Total Average Equity
Award Adjustments
 
2024  $35,965   $24,742   $              -   $10,982   $                 -   $                -   $71,690 
2023   21,183    (7,688)   -    2,167    -    -    15,662 
2022   50,850    (14,896)         -    (5,771)   -    -    30,183 

 

(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

 

Year  Average Service Cost   Average Prior Service Cost   Total Average Pension Benefit Adjustments 
2024  $18,366   $20,868   $39,233 
2023  $20,868   $13,903   $34,771 
2022   13,903    17,523    31,426 
   
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

 

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) is generally aligned with the Company’s cumulative TSR over the three years presented in the “Pay Versus Performance Table for 2024”. The alignment of compensation actually paid with the Company’s cumulative TSR over the period is largely due to the fact that a material portion of the compensation actually paid to Mr. Klein and to the other NEOs is comprised of cash and equity-based incentive compensation that takes into account, among various other factors, the Company’s common stock price as well as other performance measures (such as Return on Assets and Diluted EPS) that can generally impact the Company’s common stock price. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2024 Executive Compensation Components” beginning on page 14 of this proxy statement.

 

   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) was generally aligned with the Company’s net income for 2022 and 2023. However, for 2024, the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) increased while the Company’s net income decreased. While the Company does not use net income as a specific performance measure in the overall executive compensation program, the measure of net income is correlated with other performance measures, such as Return on Assets and Diluted EPS, which the Company does use for setting goals for the cash- and equity-based incentive compensation awarded to the NEOs. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2024 Executive Compensation Components” beginning on page 14 of this proxy statement.

   
Total Shareholder Return Amount [3] $ 135 92 87
Net Income (Loss) [4] $ 11,500,000 12,100,000 12,500,000
PEO Name Mr. Klein    
Additional 402(v) Disclosure 14    
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount    
Mr. Klein [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount [5] 681,704 647,292 756,770
PEO Actually Paid Compensation Amount [6] 663,306 566,257 821,958
PEO [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 681,704 647,292 756,770
PEO Actually Paid Compensation Amount 663,306 566,257 821,958
PEO [Member] | Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (54,163) (48,946) 17,115
PEO [Member] | Pension Adjustments Prior Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (48,946) 17,115 99,010
PEO [Member] | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7] 143,229 21,171 60,968
PEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8] (43,111) (53,980) (45,463)
PEO [Member] | Reported Change in the Acturial Present Value of Pension Benefits [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [9] (15,407) (16,396) (66,441)
PEO [Member] | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [10] (103,109) (31,831) 116,125
PEO [Member] | Year End Fair Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 71,847 42,243 101,700
PEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 49,423 (16,000) (29,341)
PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 21,960 (5,072) (11,392)
PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO [Member]      
Pay vs Performance Disclosure      
Non-PEO NEO Average Total Compensation Amount 352,733 322,568 342,069
Non-PEO NEO Average Compensation Actually Paid Amount 426,928 329,596 361,389
Non-PEO NEO [Member] | Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 18,366 20,868 13,903
Non-PEO NEO [Member] | Pension Adjustments Prior Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 20,868 13,903 17,523
Non-PEO NEO [Member] | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [11] 71,690 15,662 30,183
Non-PEO NEO [Member] | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [12] 39,233 34,771 31,426
Non-PEO NEO [Member] | Average Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (21,556) (27,021) (22,798)
Non-PEO NEO [Member] | Average Reported Change in the Actuarial Present Value of Pension Benefits [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (15,172) (16,383) (19,492)
Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 35,965 21,183 50,850
Non-PEO NEO [Member] | Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 24,742 (7,688) (14,896)
Non-PEO NEO [Member] | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO [Member] | Year Over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 10,982 2,167 (5,771)
Non-PEO NEO [Member] | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount  
Non-PEO NEO [Member] | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
[1] The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Klein) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Klein) included for purposes of calculating the average amounts in each applicable year are Anthony V. Cosentino (our Executive Vice President and Chief Financial Officer) and Ernesto Gaytan (our Chief Technology Innovation Officer).
[2] The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Klein) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
[3] Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
[4] The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
[5] The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Klein, Chairman, President, and Chief Executive Officer, the Company’s principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for 2024” on page 19.
[6] The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation for each year to determine the compensation actually paid:
[7] The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) 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; (ii) 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; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) 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; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
[8] The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
[9] The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table for 2024 on page 19.
[10] The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.
[11] 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   Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year   Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation   Total Average Equity
Award Adjustments
 
2024  $35,965   $24,742   $              -   $10,982   $                 -   $                -   $71,690 
2023   21,183    (7,688)   -    2,167    -    -    15,662 
2022   50,850    (14,896)         -    (5,771)   -    -    30,183 
[12] The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year  Average Service Cost   Average Prior Service Cost   Total Average Pension Benefit Adjustments 
2024  $18,366   $20,868   $39,233 
2023  $20,868   $13,903   $34,771 
2022   13,903    17,523    31,426