Pay vs Performance Disclosure - USD ($)
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2 Months Ended |
10 Months Ended |
12 Months Ended |
Dec. 31, 2022 |
Nov. 08, 2022 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Pay versus Performance
We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for either the value of initial $100 investment based on peer group total shareholder return or a company-selected measure, as provided in Item 402(v) of Regulation S-K. | | | | | | | | | | | | | | | | | | | Year | | | Summary
Compensation
Table Total
for PEO ($)(1) | | | Compensation
Actually paid
to PEO ($)(2) | | | Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers ($)(3) | | | Average
Compensation
Actually Paid
to Non-PEO
Named Executive
Officers ($)(4) | | | Value of Initial
Fixed $100
investment
based on Total
Shareholder
Return ($)(5) | | | Net Income
(Loss) in
Thousands ($)(6) | (a) | | | (b) | | | (c) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | 2024 | | | 1,893,057 | | | — | | | 3,128,158 | | | — | | | 1,378,848 | | | 838,499 | | | 122 | | | 1,148 | 2023 | | | 1,337,323 | | | — | | | 7,339,634 | | | — | | | 1,226,206 | | | 2,563,612 | | | 416 | | | (19,182) | 2022 | | | 2,747,622 | | | 2,721,615 | | | 1,901,408 | | | 2,638,837 | | | 1,412,753 | | | 756,180 | | | 31 | | | (79,672) |
(1)
| The dollar amounts reported in column (b) are the amounts of Total compensation reported for Mr. Cohen for 2024 in the Summary Compensation Table. The dollar amounts reported in column (b) for 2023 are the amounts of Total compensation reported for Mr. Cohen for 2023 in the Summary Compensation table. The dollar amounts reported in column (b) for 2022 are the amounts of Total compensation reported for Mr. Cohen for 2022 in the Summary Compensation Table. Mr. Cohen was appointed as Chief Executive Officer on November 9, 2022. The dollar amounts reported in column (c) for 2022 are the amounts of Total compensation reported for Mr. Braunstein for 2022 in the Summary Compensation Table. During 2022, Mr. Braunstein served as Interim Chief Executive Officer until November 8, 2022. |
(2)
| The dollar amounts reported in columns (b) for 2023 represent the amount of “compensation actually paid” to Mr. Cohen for 2024. The dollar amounts reported in columns (b) for 2023 represent the amount of “compensation actually paid” to Mr. Cohen. The dollar amounts reported in columns (b) and (c) 2022 represent the amount of “compensation actually paid” to Mr. Cohen and Mr. Braunstein and, respectively, as computed in accordance with Item 402(v) of Regulation S-K for such year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for 2024 to determine the compensation actually paid to Mr. Cohen for 2023: |
| | | | | | | | | | | | | Year | | | Reported Summary
Compensation Table
Total for PEO 1
(Mr. Cohen) | | | Deduct Reported
Value of Equity Awards | | | Equity Award
Adjustments(a) | | | Compensation
Actually Paid to PEO 1
(Mr. Cohen) | 2024 | | | $1,893,057 | | | $(774,368) | | | $2,009,469 | | | $3,128,158 | | | | | | | | | | | | | |
(a)
| The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | Year
(PEO 1) | | | Year End Fair
Value of Equity
Awards
Outstanding and
Unvested Granted
in the Year | | | Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior years | | | Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year | | | Change in
Fair Value
as of
Vesting Date
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 | | | $648,585 | | | $1,085,436 | | | $127,506 | | | $147,942 | | | $0 | | | $0 | | | $2,009,469 | | | | | | | | | | | | | | | | | | | | | | |
(3)
| The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-CEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Ms. Fulk and Gil Margolin; (ii) for 2022, Ms. Jennifer Fulk and Messrs. Gil Margolin and John Reilly; and (iii) for 2021, Ms. Jennifer Fulk, Ms. Samara Braunstein, Ms. Roni Frank, and Messrs. Mark Hirschhorn, Gil Margolin, and John Reilly. |
(4)
| The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-CEO NEOs as a group, 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 these NEOs as a group 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-CEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
| | | | | | | | | | | | | Year | | | Average
Reported Summary
Compensation Table
Total for Non-PEO NEOs | | | Deduct Average
Reported
Value of Equity
Awards | | | Average Equity
Award Adjustments(a) | | | Average Compensation
Actually Paid to
Non-PEO NEOs | 2024 | | | $1,378,848 | | | $(698,256) | | | $157,908 | | | $838,499 | | | | | | | | | | | | | |
(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
Outstanding and
Unvested Granted
in the Year | | | 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 | | | 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 | | | $378,087 | | | $42,633 | | | $105,878 | | | $107,949 | | | $(476,639) | | | $0 | | | $157,908 | | | | | | | | | | | | | | | | | | | | | | |
(5)
| Cumulative 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. |
(6)
| The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
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| Named Executive Officers, Footnote |
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(1)
| The dollar amounts reported in column (b) are the amounts of Total compensation reported for Mr. Cohen for 2024 in the Summary Compensation Table. The dollar amounts reported in column (b) for 2023 are the amounts of Total compensation reported for Mr. Cohen for 2023 in the Summary Compensation table. The dollar amounts reported in column (b) for 2022 are the amounts of Total compensation reported for Mr. Cohen for 2022 in the Summary Compensation Table. Mr. Cohen was appointed as Chief Executive Officer on November 9, 2022. The dollar amounts reported in column (c) for 2022 are the amounts of Total compensation reported for Mr. Braunstein for 2022 in the Summary Compensation Table. During 2022, Mr. Braunstein served as Interim Chief Executive Officer until November 8, 2022. |
(3)
| The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-CEO named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Ms. Fulk and Gil Margolin; (ii) for 2022, Ms. Jennifer Fulk and Messrs. Gil Margolin and John Reilly; and (iii) for 2021, Ms. Jennifer Fulk, Ms. Samara Braunstein, Ms. Roni Frank, and Messrs. Mark Hirschhorn, Gil Margolin, and John Reilly. |
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| Adjustment To PEO Compensation, Footnote |
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(2)
| The dollar amounts reported in columns (b) for 2023 represent the amount of “compensation actually paid” to Mr. Cohen for 2024. The dollar amounts reported in columns (b) for 2023 represent the amount of “compensation actually paid” to Mr. Cohen. The dollar amounts reported in columns (b) and (c) 2022 represent the amount of “compensation actually paid” to Mr. Cohen and Mr. Braunstein and, respectively, as computed in accordance with Item 402(v) of Regulation S-K for such year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for 2024 to determine the compensation actually paid to Mr. Cohen for 2023: |
| | | | | | | | | | | | | Year | | | Reported Summary
Compensation Table
Total for PEO 1
(Mr. Cohen) | | | Deduct Reported
Value of Equity Awards | | | Equity Award
Adjustments(a) | | | Compensation
Actually Paid to PEO 1
(Mr. Cohen) | 2024 | | | $1,893,057 | | | $(774,368) | | | $2,009,469 | | | $3,128,158 | | | | | | | | | | | | | |
(a)
| The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | Year
(PEO 1) | | | Year End Fair
Value of Equity
Awards
Outstanding and
Unvested Granted
in the Year | | | Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior years | | | Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year | | | Change in
Fair Value
as of
Vesting Date
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 | | | $648,585 | | | $1,085,436 | | | $127,506 | | | $147,942 | | | $0 | | | $0 | | | $2,009,469 | | | | | | | | | | | | | | | | | | | | | | |
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| Non-PEO NEO Average Total Compensation Amount |
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$ 1,378,848
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$ 1,226,206
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$ 1,412,753
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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ 838,499
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2,563,612
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756,180
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| Adjustment to Non-PEO NEO Compensation Footnote |
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(4)
| The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the non-CEO NEOs as a group, 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 these NEOs as a group 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-CEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
| | | | | | | | | | | | | Year | | | Average
Reported Summary
Compensation Table
Total for Non-PEO NEOs | | | Deduct Average
Reported
Value of Equity
Awards | | | Average Equity
Award Adjustments(a) | | | Average Compensation
Actually Paid to
Non-PEO NEOs | 2024 | | | $1,378,848 | | | $(698,256) | | | $157,908 | | | $838,499 | | | | | | | | | | | | | |
(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
Outstanding and
Unvested Granted
in the Year | | | 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 | | | 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 | | | $378,087 | | | $42,633 | | | $105,878 | | | $107,949 | | | $(476,639) | | | $0 | | | $157,908 | | | | | | | | | | | | | | | | | | | | | | |
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| Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually Paid vs. Cumulative Total Shareholder Return (“TSR”) Given the turnover in executive leadership during 2022, the relationship between compensation actually paid, as presented in the table above, and TSR may not align. As senior leadership stabilized in 2023, TSR increased and actual compensation paid to our CEO, as compared to prior CEOs, increased, but actual compensation paid to our non-CEO NEOs as a group decreased from prior periods. In 2024, TSR increased from prior years, but at a slower rate than the increase seen in 2023, while actual compensation paid to our CEO increased, but actual compensation paid to our non-CEO NEOs remained stable. TSR reflects stock price movement, but not all aspects of our performance. Our compensation decisions also consider key strategic and operational goals that we believe will drive long-term shareholder value.
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| Compensation Actually Paid vs. Net Income |
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Compensation Actually Paid vs. Net Income Given the turnover in executive leadership during 2022, the relationship between compensation actually paid, as presented in the table above, and Net Income may not align. As senior leadership stabilized in 2023, net losses were less than in prior periods. Actual compensation paid to our CEO, as compared to prior CEOs, increased, but actual compensation paid to our non-CEO NEOs as a group decreased from prior periods. In 2024, net losses improved in comparison to 2023, leading to the Company reaching profitability for the first time in its history. Actual compensation paid to our CEO, increased, but actual compensation paid to our non-CEO NEOs remained stable.
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| Total Shareholder Return Amount |
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$ 122
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416
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31
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| Net Income (Loss) |
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$ 1,148,000
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$ (19,182,000)
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(79,672,000)
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| PEO Name |
Mr. Cohen
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Mr. Braunstein
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Mr. Cohen
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Mr. Cohen
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| Equity Awards Adjustments, Footnote |
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(a)
| The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| | | | | | | | | | | | | | | | | | | | | | Year
(PEO 1) | | | Year End Fair
Value of Equity
Awards
Outstanding and
Unvested Granted
in the Year | | | Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior years | | | Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year | | | Change in
Fair Value
as of
Vesting Date
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 | | | $648,585 | | | $1,085,436 | | | $127,506 | | | $147,942 | | | $0 | | | $0 | | | $2,009,469 | | | | | | | | | | | | | | | | | | | | | | |
(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
Outstanding and
Unvested Granted
in the Year | | | 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 | | | 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 | | | $378,087 | | | $42,633 | | | $105,878 | | | $107,949 | | | $(476,639) | | | $0 | | | $157,908 | | | | | | | | | | | | | | | | | | | | | | |
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| Mr. Cohen [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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$ 1,893,057
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$ 1,337,323
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2,747,622
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| PEO Actually Paid Compensation Amount |
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3,128,158
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7,339,634
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1,901,408
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| Mr. Braunstein [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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0
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0
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2,721,615
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| PEO Actually Paid Compensation Amount |
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0
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$ 0
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$ 2,638,837
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| PEO | Mr. Cohen [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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(774,368)
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| PEO | Mr. Cohen [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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2,009,469
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| PEO | Mr. Cohen [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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648,585
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| PEO | Mr. Cohen [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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1,085,436
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| PEO | Mr. Cohen [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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127,506
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| PEO | Mr. Cohen [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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147,942
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| PEO | Mr. Cohen [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mr. Cohen [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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(698,256)
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| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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157,908
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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378,087
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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42,633
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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105,878
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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107,949
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| 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 |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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(476,639)
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| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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$ 0
|
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