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Pay vs Performance Disclosure - USD ($)
3 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2023
Oct. 02, 2023
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay Versus Performance

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

Year

Summary
Compensation
Table Total
for Brendan
Delaney¹
($)

Summary
Compensation
Table Total
for Scott
Giacobello¹
($)

Summary
Compensation
Table Total
for David
Lennon¹
($)

Compensation
Actually Paid
to Brendan
Delaney¹˒²˒³
($)

Compensation
Actually Paid
to Scott
Giacobello¹˒²˒³
($)

Compensation
Actually Paid
to David
Lennon ¹˒²˒³
($)

Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs¹ ($)

Average
Compensation
Actually
Paid to
Non-PEO
NEOs¹˒²˒³
($)

Value of
Initial
Fixed $100
Investment
based
on:
4
TSR ($)

Net
Income
 ($
Thousands)

2025

3,402,090

4,489,261

1,962,753

2,589,870

18.86

(20,596)

2024

1,012,068

1,611,751

1,186,581

1,351,842

24.59

(63,691)

2023

1,645,015

1,971,183

2,135,688

(1,290,600)

93,852

1,091,523

1,819,000

(140,244)

15.74

(65,765)

 

1.
Brendan Delaney (“PEO 1”) was our PEO starting on January 1, 2023 until March 14, 2023. Scott Giacobello (“PEO 2”) was our interim CEO from March 15, 2023 to October 2, 2023. David Lennon (“PEO 3”) was our PEO from October 3, 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2023

 

2024

 

2025

Neil Desai

 

Scott Giacobello

 

Scott Giacobello

Loretta Itri

 

Bryan Ball

 

Bryan Ball

 

 

Neil Desai

 

 

 

 

Loretta Itri

 

 

 

2.
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the 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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Equity values are calculated in accordance with FASB ASC Topic 718.

 

Year

 

Summary
Compensation Table
Total for David
Lennon ($)

 

 

Exclusion of Stock
Awards and Option
Awards for David
Lennon ($)

 

 

Inclusion of Equity
Values for David
Lennon ($)

 

 

Compensation
Actually Paid to
David Lennon ($)

 

2025

 

 

3,402,090

 

 

 

(2,292,572

)

 

 

3,379,742

 

 

 

4,489,261

 

 

Year

 

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

 

 

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

 

 

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

 

 

Average
Compensation
Actually Paid to
Non-PEO NEOs ($)

 

2025

 

 

1,962,753

 

 

 

(1,241,741

)

 

 

1,868,858

 

 

 

2,589,870

 

 

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

 

Year

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

Total -
Inclusion
of Equity
Values
for David
Lennon
($)

 

2025

 

 

3,641,240

 

 

 

(128,663

)

 

 

 

 

 

(132,835

)

 

 

 

 

 

3,379,742

 

 

 

Year

 

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
($)

 

2025

 

 

1,972,229

 

 

 

(35,835

)

 

 

 

 

 

(67,536

)

 

 

 

 

 

1,868,858

 

 

The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2022 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance
   
Company Selected Measure Name     NetIncome    
Named Executive Officers, Footnote    
1.
Brendan Delaney (“PEO 1”) was our PEO starting on January 1, 2023 until March 14, 2023. Scott Giacobello (“PEO 2”) was our interim CEO from March 15, 2023 to October 2, 2023. David Lennon (“PEO 3”) was our PEO from October 3, 2023 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2023

 

2024

 

2025

Neil Desai

 

Scott Giacobello

 

Scott Giacobello

Loretta Itri

 

Bryan Ball

 

Bryan Ball

 

 

Neil Desai

 

 

 

 

Loretta Itri

 

 

   
PEO Total Compensation Amount     $ 3,402,090    
PEO Actually Paid Compensation Amount     $ 4,489,261    
Adjustment To PEO Compensation, Footnote    
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the 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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Equity values are calculated in accordance with FASB ASC Topic 718.

 

Year

 

Summary
Compensation Table
Total for David
Lennon ($)

 

 

Exclusion of Stock
Awards and Option
Awards for David
Lennon ($)

 

 

Inclusion of Equity
Values for David
Lennon ($)

 

 

Compensation
Actually Paid to
David Lennon ($)

 

2025

 

 

3,402,090

 

 

 

(2,292,572

)

 

 

3,379,742

 

 

 

4,489,261

 

 

Year

 

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

 

 

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

 

 

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

 

 

Average
Compensation
Actually Paid to
Non-PEO NEOs ($)

 

2025

 

 

1,962,753

 

 

 

(1,241,741

)

 

 

1,868,858

 

 

 

2,589,870

 

 

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

 

Year

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

Total -
Inclusion
of Equity
Values
for David
Lennon
($)

 

2025

 

 

3,641,240

 

 

 

(128,663

)

 

 

 

 

 

(132,835

)

 

 

 

 

 

3,379,742

 

 

 

Year

 

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
($)

 

2025

 

 

1,972,229

 

 

 

(35,835

)

 

 

 

 

 

(67,536

)

 

 

 

 

 

1,868,858

 

   
Non-PEO NEO Average Total Compensation Amount     $ 1,962,753 $ 1,186,581 $ 1,819,000
Non-PEO NEO Average Compensation Actually Paid Amount     $ 2,589,870 1,351,842 (140,244)
Adjustment to Non-PEO NEO Compensation Footnote    
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the 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 and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Equity values are calculated in accordance with FASB ASC Topic 718.

 

Year

 

Summary
Compensation Table
Total for David
Lennon ($)

 

 

Exclusion of Stock
Awards and Option
Awards for David
Lennon ($)

 

 

Inclusion of Equity
Values for David
Lennon ($)

 

 

Compensation
Actually Paid to
David Lennon ($)

 

2025

 

 

3,402,090

 

 

 

(2,292,572

)

 

 

3,379,742

 

 

 

4,489,261

 

 

Year

 

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

 

 

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

 

 

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

 

 

Average
Compensation
Actually Paid to
Non-PEO NEOs ($)

 

2025

 

 

1,962,753

 

 

 

(1,241,741

)

 

 

1,868,858

 

 

 

2,589,870

 

 

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

 

Year

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

Total -
Inclusion
of Equity
Values
for David
Lennon
($)

 

2025

 

 

3,641,240

 

 

 

(128,663

)

 

 

 

 

 

(132,835

)

 

 

 

 

 

3,379,742

 

 

 

Year

 

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
($)

 

2025

 

 

1,972,229

 

 

 

(35,835

)

 

 

 

 

 

(67,536

)

 

 

 

 

 

1,868,858

 

   
Compensation Actually Paid vs. Total Shareholder Return    

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

img96983719_3.jpg

   
Compensation Actually Paid vs. Net Income    

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

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.

 

img96983719_4.jpg

   
Total Shareholder Return Amount     $ 18.86 24.59 15.74
Net Income (Loss)     $ (20,596,000) (63,691,000) $ (65,765,000)
PEO Name David Lennon Scott Giacobello David Lennon   Brendan Delaney
Additional 402(v) Disclosure    
2.
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
4.
The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2022 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.
   
Brendan Delaney [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         $ 1,645,015
PEO Actually Paid Compensation Amount         (1,290,600)
Scott Giacobello [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         1,971,183
PEO Actually Paid Compensation Amount         93,852
David Lennon [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 3,402,090 1,012,068 2,135,688
PEO Actually Paid Compensation Amount     4,489,261 $ 1,611,751 $ 1,091,523
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (2,292,572)    
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     3,379,742    
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     3,641,240    
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     (128,663)    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
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     (132,835)    
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        
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     (1,241,741)    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     1,868,858    
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     1,972,229    
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     (35,835)    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
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     (67,536)    
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