XML 13 R2.htm IDEA: XBRL DOCUMENT v3.25.3
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

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, the Company is providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and certain financial performance of the Company for the fiscal years listed below.

 

Ronald Glibbery – PEO

  

Non-PEO NEOs

  

Value of Initial
Fixed $100
Investment
Based on Total
Shareholder
Return
(“TSR”)(5)

  

Net Loss
(thousands)
(6)

Year

  

Summary
Compensation
Table Total for
PEO(1)

  

Compensation
Actually Paid
to PEO(2)

  

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)

  

Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)

  

2024

  

$

400,000

  

$

356,169

  

$

285,000

  

$

250,458

  

$

(99.31

)

  

$

(10,728

)

2023

  

$

400,000

  

$

305,875

  

$

290,000

  

$

354,460

  

$

(93.34

)

  

$

(16,795

)

2022

  

$

830,000

  

$

638,333

  

$

481,143

  

$

303,399

  

$

(82.62

)

  

$

(32,398

)

____________

(1)      Represent the amounts of total compensation reported for our PEO, Ronald Glibbery, during each corresponding year in the “Total” column of the Summary Compensation Table below.

(2)      Represents the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Year

  

Summary
Compensation
Table Total for
Ronald
Glibbery

  

Reported
Value of
Equity
Awards
for Ronald
Glibbery

  

Fair Value
as of Year-
End for
Awards
Granted
During
the Year

  

Fair Value
Year-over-Year
increase or
decrease in
Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Compensation
Actually Paid
to Ronald
Glibbery

2024

  

$

400,000

  

 

—

 

  

 

—

  

$

(18,670

)

  

$

2,177

  

$

(27,337

)

  

$

356,169

2023

  

$

400,000

  

 

—

 

  

 

—

  

$

(78,663

)

  

$

29,514

  

$

(44,976

)

  

$

305,875

2022

  

$

830,000

  

$

(430,000

)

  

$

146,000

  

 

—

 

  

$

92,333

  

 

—

 

  

$

638,333

(3)      Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table below. For 2024, this consists of James Sullivan, Bradley Lynch and Mark Lunsford, for 2023, this consists of James Sullivan and Bradley Lynch, and for 2022, this consists of Daniel Lewis and James Sullivan (the “Non-PEO NEOs”).

(4)      Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs 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 Non-PEO NEOs for each year:

Year

  

Summary
Compensation
Table Total
for Non-PEO
NEOs

  

Reported
Value of
Equity
Awards for
Non-PEO
NEOs

  

Fair Value as
of Year-End
for Awards
Granted
During the
Year

  

Fair Value
Year-over-
Year Increase
or Decrease
in Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Average
Compensation
Actually Paid
to Non-PEO
NEOs

2024

  

$

285,000

  

 

—

 

  

 

—

  

$

(15,228

)

  

$

3,260

  

$

(22,573

)

  

$

250,458

2023

  

$

290,000

  

 

—

 

  

 

—

  

$

16,341

 

  

$

25,833

  

$

22,286

 

  

$

354,460

2022

  

$

481,143

  

$

(376,250

)

  

$

127,750

  

$

(5,789

)

  

$

80,792

  

$

(4,246

)

  

$

303,399

(5)      TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in 2024, 2023 or 2022.

(6)      The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable years.

    
PEO Total Compensation Amount [1] $ 400,000 $ 400,000 $ 830,000
PEO Actually Paid Compensation Amount [2] $ 356,169 305,875 638,333
Adjustment To PEO Compensation, Footnote Represents the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Year

  

Summary
Compensation
Table Total for
Ronald
Glibbery

  

Reported
Value of
Equity
Awards
for Ronald
Glibbery

  

Fair Value
as of Year-
End for
Awards
Granted
During
the Year

  

Fair Value
Year-over-Year
increase or
decrease in
Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Compensation
Actually Paid
to Ronald
Glibbery

2024

  

$

400,000

  

 

—

 

  

 

—

  

$

(18,670

)

  

$

2,177

  

$

(27,337

)

  

$

356,169

2023

  

$

400,000

  

 

—

 

  

 

—

  

$

(78,663

)

  

$

29,514

  

$

(44,976

)

  

$

305,875

2022

  

$

830,000

  

$

(430,000

)

  

$

146,000

  

 

—

 

  

$

92,333

  

 

—

 

  

$

638,333
   
Non-PEO NEO Average Total Compensation Amount [3] $ 285,000 290,000 481,143
Non-PEO NEO Average Compensation Actually Paid Amount [4] $ 250,458 354,460 303,399
Adjustment to Non-PEO NEO Compensation Footnote Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs 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 Non-PEO NEOs for each year:

Year

  

Summary
Compensation
Table Total
for Non-PEO
NEOs

  

Reported
Value of
Equity
Awards for
Non-PEO
NEOs

  

Fair Value as
of Year-End
for Awards
Granted
During the
Year

  

Fair Value
Year-over-
Year Increase
or Decrease
in Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Average
Compensation
Actually Paid
to Non-PEO
NEOs

2024

  

$

285,000

  

 

—

 

  

 

—

  

$

(15,228

)

  

$

3,260

  

$

(22,573

)

  

$

250,458

2023

  

$

290,000

  

 

—

 

  

 

—

  

$

16,341

 

  

$

25,833

  

$

22,286

 

  

$

354,460

2022

  

$

481,143

  

$

(376,250

)

  

$

127,750

  

$

(5,789

)

  

$

80,792

  

$

(4,246

)

  

$

303,399
   
Compensation Actually Paid vs. Total Shareholder Return

The illustrations below provide an additional graphical description of CAP compared to both our cumulative “Total Shareholder Return” (TSR) and our net loss. As the illustrations show, the compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs during the periods presented are not directly correlated with TSR. We do utilize several performance measures to align executive compensation with

our performance, but those tend not to be financial performance measures, such as TSR. Compensation actually paid is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors.

    
Compensation Actually Paid vs. Net Income

   
Total Shareholder Return Amount [5] $ (99.31) (93.34) (82.62)
Net Income (Loss) [6] $ (10,728,000) (16,795,000) (32,398,000)
PEO Name Ronald Glibbery    
Non-PEO NEO | Fair Value as of Year-End for Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 127,750
Non-PEO NEO | Fair Value Year-over-Year increase or decrease in Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (15,228) 16,341 (5,789)
Non-PEO NEO | Fair Value of Awards Granted and Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,260 25,833 80,792
Non-PEO NEO | Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (22,573) 22,286 (4,246)
Non-PEO NEO | Reported Value of Equity Awards for Non-PEO NEOs [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (376,250)
Ronald Glibbery [Member] | Reported Value of Equity Awards for Ronald Glibbery [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (430,000)
Ronald Glibbery [Member] | Fair Value as of Year-End for Awards Granted During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 146,000
Ronald Glibbery [Member] | Fair Value Year-over-Year increase or decrease in Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (18,670) (78,663)
Ronald Glibbery [Member] | Fair Value of Awards Granted and Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,177 29,514 92,333
Ronald Glibbery [Member] | Fair Value Increase or Decrease from Prior Year End for Awards that Vested During the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (27,337) $ (44,976)
[1] Represent the amounts of total compensation reported for our PEO, Ronald Glibbery, during each corresponding year in the “Total” column of the Summary Compensation Table below.
[2] Represents the amount of “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Year

  

Summary
Compensation
Table Total for
Ronald
Glibbery

  

Reported
Value of
Equity
Awards
for Ronald
Glibbery

  

Fair Value
as of Year-
End for
Awards
Granted
During
the Year

  

Fair Value
Year-over-Year
increase or
decrease in
Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Compensation
Actually Paid
to Ronald
Glibbery

2024

  

$

400,000

  

 

—

 

  

 

—

  

$

(18,670

)

  

$

2,177

  

$

(27,337

)

  

$

356,169

2023

  

$

400,000

  

 

—

 

  

 

—

  

$

(78,663

)

  

$

29,514

  

$

(44,976

)

  

$

305,875

2022

  

$

830,000

  

$

(430,000

)

  

$

146,000

  

 

—

 

  

$

92,333

  

 

—

 

  

$

638,333
[3] Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table below. For 2024, this consists of James Sullivan, Bradley Lynch and Mark Lunsford, for 2023, this consists of James Sullivan and Bradley Lynch, and for 2022, this consists of Daniel Lewis and James Sullivan (the “Non-PEO NEOs”).
[4] Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs 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 Non-PEO NEOs for each year:

Year

  

Summary
Compensation
Table Total
for Non-PEO
NEOs

  

Reported
Value of
Equity
Awards for
Non-PEO
NEOs

  

Fair Value as
of Year-End
for Awards
Granted
During the
Year

  

Fair Value
Year-over-
Year Increase
or Decrease
in Unvested
Awards
Granted in
Prior Years

  

Fair Value
of Awards
Granted
and Vested
During the
Year

  

Fair Value
Increase or
Decrease
from Prior
Year End
for Awards
that Vested
During the
Year

  

Average
Compensation
Actually Paid
to Non-PEO
NEOs

2024

  

$

285,000

  

 

—

 

  

 

—

  

$

(15,228

)

  

$

3,260

  

$

(22,573

)

  

$

250,458

2023

  

$

290,000

  

 

—

 

  

 

—

  

$

16,341

 

  

$

25,833

  

$

22,286

 

  

$

354,460

2022

  

$

481,143

  

$

(376,250

)

  

$

127,750

  

$

(5,789

)

  

$

80,792

  

$

(4,246

)

  

$

303,399
[5] TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in 2024, 2023 or 2022.
[6] The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable years.