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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

 

Introduction

 

The following is a disclosure pursuant to the SEC’s new pay versus performance (“PVP”) rules. The PVP rules create a new definition of pay, referred to as Compensation Actually Paid (“CAP”), which is compared to certain performance measures as defined by the SEC.

 

Summary Compensation Table Versus Compensation Actually Paid

 

The 2025 Summary Compensation Table (“SCT”) set forth above discloses a mix of compensation earned during the year, e.g., base salary and annual cash incentive, and the full grant date fair value of equity awards granted during the year. The new CAP definition of pay adjusts compensation reported for a particular year to reflect an annualized value of compensation by removing the values mandated by the SCT for equity awards granted during the year and instead including the value of equity awards vesting during the year and the potential change in value of unvested equity awards granted in prior years. It is important to note that the executive did not actually earn or receive the amount defined as CAP in the applicable year.

 

Pay Versus Performance Table

 

The following table summarizes the SCT compensation and CAP for our principal executive officer (“PEO”) and the average for our non-PEO Named Executive Officers (“NEOs”) for our 2025, 2024 and 2023 fiscal years. In accordance with the PVP rules, the table also includes certain prescribed performance related measures.

 

Fiscal Year

  Summary
Compensation
Table Total
Compensation
for PEO(4) 
($)
   Average
Summary
Compensation
Table Total
Compensation
for Non-PEO
NEOs(4)
($)
   Compensation
Actually Paid to
PEO(5)
($)
   Average
Compensation
Actually
Paid to
Non-PEO
NEOs(5)
($)
   Value of
Initial
Fixed $100
Investment
Based on
Total
Shareholder
Return
($)
   GAAP
Net Loss
(in thousands)
($)
 
2025(1)   558,584    618,855    558,584    166,169    17.48    (20,370)
2024(2)   547,032    809,237    547,032    438,236    44.93    (11,966)
2023(3)   552,360    247,314    182,680    230,395    26.57    (10,019)
(1)For the 2025 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Ryan Carhart, our Chief Financial Officer, and Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
(2)For the 2024 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
(3)For the 2023 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer and Dermot McCormack, our former President.
(4)Amounts in this column represent the “Total” column set forth in the 2025 Summary Compensation Table on page 34. See the footnotes to the 2025 Summary Compensation Table for further detail regarding the amounts in these columns.
(5)The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the 2025 Summary Compensation Table (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

The following table provides additional information on how CAP for each reporting year was determined, starting with SCT compensation, and applying each of the required adjustments, as applicable, in accordance with the PVP rules.

 

Fiscal Year  Summary
Compensation
Table Total
Compensation
($)
   Value of
Equity
Awards
Deducted
from SCT
($)
   Fair Value of
Equity Awards
Compensation
Granted in
Current Year
($)(1)
   Year-Over-Year
Change in
Fair Value of
Unvested
Equity Awards
($)(2)
   Year-Over-Year
Change in
Fair Value of
Equity Awards
that Vested
During the Year
($)(3)
   Compensation
Actually Paid
($)
 
PEO                        
2025   558,584                    558,584 
2024   547,032                    547,032 
2023   552,360                        552,360 
Average Non-PEO NEOs                              
2025   618,855    335,230    218,750    0    (336,206)   166,123 
2024   809,237    530,250    152,250    0    6,999    438,236 
2023   285,654    33,838    85,500    3,191    4,666    230,395 
(1)These amounts represent the fair value as of the indicated fiscal year-end of the outstanding and unvested equity awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity awards granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
(2)These amounts represent the change in fair value during the indicated fiscal year of each equity award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(3)These amounts represent the change in fair value, measured from the prior fiscal year-end to the vesting date, of each equity award that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.
   
Named Executive Officers, Footnote
(1)For the 2025 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Ryan Carhart, our Chief Financial Officer, and Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
(2)For the 2024 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
(3)For the 2023 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer and Dermot McCormack, our former President.
   
PEO Total Compensation Amount [1] $ 558,584 [2] $ 547,032 [3] $ 552,360 [4]
PEO Actually Paid Compensation Amount [5] 558,584 [2] 547,032 [3] 182,680 [4]
Non-PEO NEO Average Total Compensation Amount [1] 618,855 [2] 809,237 [3] 247,314 [4]
Non-PEO NEO Average Compensation Actually Paid Amount [5] 166,169 [2] 438,236 [3] 230,395 [4]
Total Shareholder Return Amount 17.48 [2] 44.93 [3] 26.57 [4]
Net Income (Loss) $ (20,370,000) [2] $ (11,966,000) [3] $ (10,019,000) [4]
PEO Name Robert S. Ellin Robert S. Ellin Robert S. Ellin
PEO [Member]      
Pay vs Performance Disclosure      
PEO Actually Paid Compensation Amount $ 558,584 $ 547,032 $ 552,360
Average Non-PEO NEOs [Member]      
Pay vs Performance Disclosure      
Non-PEO NEO Average Total Compensation Amount 618,855 809,237 285,654
Non-PEO NEO Average Compensation Actually Paid Amount 166,123 438,236 230,395
PEO | Value of Equity Awards Deducted from SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount  
PEO | Fair Value of Equity Awards Compensation Granted in Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [6]  
PEO | Year-Over-Year Change in Fair Value of Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7]  
PEO | Year-Over-Year Change in Fair Value of Equity Awards that Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8]  
Non-PEO NEO | Value of Equity Awards Deducted from SCT [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 335,230 530,250 33,838
Non-PEO NEO | Fair Value of Equity Awards Compensation Granted in Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [6] 218,750 152,250 85,500
Non-PEO NEO | Year-Over-Year Change in Fair Value of Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7] 0 0 3,191
Non-PEO NEO | Year-Over-Year Change in Fair Value of Equity Awards that Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8] $ (336,206) $ 6,999 $ 4,666
[1] Amounts in this column represent the “Total” column set forth in the 2025 Summary Compensation Table on page 34. See the footnotes to the 2025 Summary Compensation Table for further detail regarding the amounts in these columns.
[2] For the 2025 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Ryan Carhart, our Chief Financial Officer, and Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
[3] For the 2024 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer. We did not have any other NEOs for such fiscal year.
[4] For the 2023 fiscal year, Robert S. Ellin was our Chief Executive Officer and our remaining NEOs consisted of Aaron Sullivan, our former Chief Financial Officer and Dermot McCormack, our former President.
[5] The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the 2025 Summary Compensation Table (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

The following table provides additional information on how CAP for each reporting year was determined, starting with SCT compensation, and applying each of the required adjustments, as applicable, in accordance with the PVP rules.

Fiscal Year  Summary
Compensation
Table Total
Compensation
($)
   Value of
Equity
Awards
Deducted
from SCT
($)
   Fair Value of
Equity Awards
Compensation
Granted in
Current Year
($)(1)
   Year-Over-Year
Change in
Fair Value of
Unvested
Equity Awards
($)(2)
   Year-Over-Year
Change in
Fair Value of
Equity Awards
that Vested
During the Year
($)(3)
   Compensation
Actually Paid
($)
 
PEO                        
2025   558,584                    558,584 
2024   547,032                    547,032 
2023   552,360                        552,360 
Average Non-PEO NEOs                              
2025   618,855    335,230    218,750    0    (336,206)   166,123 
2024   809,237    530,250    152,250    0    6,999    438,236 
2023   285,654    33,838    85,500    3,191    4,666    230,395 
(1)These amounts represent the fair value as of the indicated fiscal year-end of the outstanding and unvested equity awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity awards granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
(2)These amounts represent the change in fair value during the indicated fiscal year of each equity award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(3)These amounts represent the change in fair value, measured from the prior fiscal year-end to the vesting date, of each equity award that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.
[6] These amounts represent the fair value as of the indicated fiscal year-end of the outstanding and unvested equity awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity awards granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
[7] These amounts represent the change in fair value during the indicated fiscal year of each equity award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
[8] These amounts represent the change in fair value, measured from the prior fiscal year-end to the vesting date, of each equity award that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.