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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 Disclosure

 

In accordance with rules adopted by the SEC 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 officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and Company 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.

 

Fiscal

Year

  

Summary

Compensation

Table for

PEO(1)

    

Compensation

Actually Paid

to PEO(2)(3)

    

Average

Summary

Compensation

Table Totals

for Non-PEO

NEOs(1)

    

Average

Compensation

Actually Paid

to Non-PEO

NEOs(2)(3)

    

Value of Initial

Fixed $100

Investment

Based on Total

Shareholder

Return

    

Net Loss

(thousands)

  

(a)

  

(b)

    

(c)

    

(d)

    

(e)

    

(f)

    

(g)

  

2024

   $ 493,388     $ 423,476     $ 303,373     $ 321,820     $ 21.88     $ 7,946  

2023

   $ 862,836     $ 600,059     $ 450,622     $ 373,892     $ 31.78     $ 11,571  

2022

   $ 901,897     $ 907,176     $ 477,404     $ 477,791     $ 107.73     $ 11,907  

 

(1)

The PEO for 2024, 2023 and 2022 is Peter Altman. The Non-PEO NEOs for whom the average compensation is presented in this table for 2024, 2023 and 2022 are David McClung and Edward Gillis.

(2)

The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.
   
PEO Total Compensation Amount $ 493,388 $ 862,836 $ 901,897
PEO Actually Paid Compensation Amount $ 423,476 600,059 907,176
Adjustment To PEO Compensation, Footnote

PEO

                        

Prior FYE

  

12/31/2021

    

12/31/2022

    

12/31/23

  

Current FYE

  

12/31/2022

    

12/31/2023

    

12/31/24

  

Fiscal Year

  

2022

    

2023

    

2024

  

SCT Total

   $ 901,897     $ 862,836     $ 493,388  

Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year

   $ (370,897 )   $ (230,724 )   $ -  

Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year

   $ 215,823     $ 72,086     $ -  

Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years

   $ 5,930     $ (186,772 )   $ (134,016 )

Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

   $ 150,441     $ 214,669     $ 117,263  

Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

   $ 3,982     $ (132,036 )   $ (53,158 )

Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

   $ -     $ -     $ -  

Compensation Actually Paid

   $ 907,176     $ 600,059     $ 423,476  

 

 

    
Non-PEO NEO Average Total Compensation Amount $ 303,373 450,622 477,404
Non-PEO NEO Average Compensation Actually Paid Amount $ 321,820 373,892 477,791
Adjustment to Non-PEO NEO Compensation Footnote

NEOs

                        

Prior FYE

  

12/31/2021

    

12/31/2022

    

12/31/23

  

Current FYE

  

12/31/2022

    

12/31/2023

    

12/31/24

  

Fiscal Year

  

2022

    

2023

    

2024

  

SCT Total

   $ 477,404     $ 450,622     $ 303,373  

Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year

   $ (150,904 )   $ (80,943 )   $ -  

Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year

   $ 75,003     $ 25,289     $ -  

Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years

   $ 2,530     $ (68,406 )   $ (15,049 )

Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year

   $ 72,520     $ 96,707     $ 23,910  

Plus Changes in Fair Values as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year

   $ 1,238     $ (49,377 )   $ 9,586  

Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year

   $ -     $ -     $ -  

Compensation Actually Paid

   $ 477,791     $ 373,892     $ 321,820  

 

    
Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return, or TSR

 

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 over the two most recently completed fiscal years.

 

graph2.jpg

 

 

    
Compensation Actually Paid vs. Net Income

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Loss

 

The following chart sets forth the relationship between Compensation Actually Paid, or CAP, to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and net loss attributable to the Company over the two most recently completed fiscal years.

 

graph1.jpg

 

 

    
Total Shareholder Return Amount $ 21.88 31.78 107.73
Net Income (Loss) $ 7,946,000 11,571,000 11,907,000
PEO Name Peter Altman    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 (230,724) (370,897)
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 72,086 215,823
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 (134,016) (186,772) 5,930
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 117,263 214,669 150,441
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 (53,158) (132,036) 3,982
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 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 0 (80,943) (150,904)
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 0 25,289 75,003
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 (15,049) (68,406) 2,530
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 23,910 96,707 72,520
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 9,586 (49,377) 1,238
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 $ 0