Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 23, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
|
|
|
|
| Pay vs Performance Disclosure, Table |
Pay vs. Performance
The following table sets forth compensation information for our chief executive officer, referred to below as our CEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2024, 2023 and 2022.
|
Year
|
|
Summary
Compensation
Table Total
for CEO
|
|
|
Compensation
Actually Paid
to CEO
|
|
|
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs
|
|
|
Average
Compensation
Actually Paid
to Non-CEO
NEOs
|
|
|
Total
Shareholder
Return
|
|
|
Net Income
|
|
| |
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
|
|
|
|
2024
|
|
$ |
1,460,000 |
|
|
$ |
869,740 |
|
|
$ |
720,500 |
|
|
$ |
737,667 |
|
|
$ |
10.24 |
|
|
$ |
(24,555,000 |
) |
|
2023
|
|
$ |
2,463,000 |
|
|
$ |
1,447,590 |
|
|
$ |
1,009,333 |
|
|
$ |
725,337 |
|
|
$ |
24.92 |
|
|
$ |
(23,938,000 |
) |
|
2022
|
|
$ |
1,782,375 |
|
|
$ |
2,393,412 |
|
|
$ |
782,745 |
|
|
$ |
994,189 |
|
|
$ |
40.98 |
|
|
$ |
(15,431,000 |
) |
|
(1)
|
The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Cotton, in the Summary Compensation Table for fiscal years 2024 and 2023.
|
|
(2)
|
The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Cotton during the applicable year excluding the value of equity awards issued, but including (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information.
|
|
(3)
|
The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO, namely Mr. Merrill and Mr. Taecker in the Summary Compensation Table for fiscal year 2024. Mr. Merrill and Mr. Taecker, and Mr. McMurtry (Former CBO) were included in 2023 and 2022.
|
|
(4)
|
The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our CEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our CEO in the Summary Compensation Table for fiscal years 2023, 2022 and 2021 excluding the value of equity awards issued, but including (i) the year-end value of equity awards granted during the reported year, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year, and (iii) value of equity awards issued and vested during the reported fiscal year. See Table below for further information.
|
|
(5)
|
Reflects the cumulative shareholder return, computed in accordance with SEC rules, as of the end of each fiscal year assuming (i) an investment of $100 in our common shares at a price per share equal to $24.60, the closing price of our common stock on December 31, 2021 and (ii) the valuation of those shares as of the last trading day in 2022, 2023 and 2024 based on the closing prices for our common stock as of the those dates of $25.00, $15.20 and $2.52, respectively.
|
|
|
|
|
| PEO Total Compensation Amount |
$ 1,460,000
|
$ 2,463,000
|
$ 2,463,000
|
$ 1,782,375
|
| PEO Actually Paid Compensation Amount |
$ 869,740
|
1,447,590
|
1,447,590
|
2,393,412
|
| Adjustment To PEO Compensation, Footnote |
CEO Equity Award Adjustment Breakout
|
Year
|
|
Summary Compensation
Table Total
|
|
|
Grant Date Fair Value of Equity Awards Granted in Fiscal Year
|
|
|
Change in
Pension
Value
|
|
|
Pension Service Cost and Associated
Prior Service Cost
|
|
|
Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
|
|
|
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years
|
|
|
Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
|
|
|
Change in Fair Value as of the Vesting Date of Equity Awards
Granted in Prior Fiscal Years that Vested in the Fiscal Year
|
|
|
Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
|
|
|
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise
Reflected in Total Compensation
|
|
|
Compensation
Actually Paid
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
|
|
|
|
2024
|
|
$ |
1,460,000 |
|
|
$ |
(568,000 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,633,561 |
|
|
$ |
(1,409,158 |
) |
|
$ |
0 |
|
|
$ |
(246,663 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
869,740 |
|
|
2023
|
|
$ |
2,463,000 |
|
|
$ |
(1,405,000 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,248,224 |
|
|
$ |
(775,034 |
) |
|
$ |
0 |
|
|
$ |
(83,599 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,447,590 |
|
|
2022
|
|
$ |
1,782,375 |
|
|
$ |
(825,375 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,588,236 |
|
|
$ |
31,563 |
|
|
$ |
0 |
|
|
$ |
(183,388 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,393,412 |
|
|
(1)
|
Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year;
|
|
(2)
|
Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year;
|
|
(3)
|
Add, for awards that are granted and vest in the same year, the fair value as of the vesting date;
|
|
(4)
|
Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year;
|
|
(5)
|
Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and
|
|
(6)
|
Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year.
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 720,500
|
1,009,333
|
1,009,333
|
782,745
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 737,667
|
725,337
|
725,337
|
994,189
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Non-CEO NEO Equity Award Adjustment Breakout
|
Year
|
|
Summary Compensation
Table Total
|
|
|
(Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year
|
|
|
(Minus): Change in Pension Value
|
|
|
Plus: Pension Service Cost and Associated Prior Service Cost
|
|
|
Plus: Fair Value
at Fiscal Year
End of
Outstanding
and Unvested
Equity Awards
Granted in the
Fiscal Year
|
|
|
Plus/(Minus):
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards Granted
in Prior Fiscal
Years
|
|
|
Plus: Fair
Value at
Vesting of
Equity
Awards
Granted
and
Vested in
the Fiscal
Year
|
|
|
Plus/(Minus):
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in Prior
Fiscal Years that
Vested in the
Fiscal Year
|
|
|
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
|
|
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
|
|
|
Compensation Actually Paid
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
|
|
|
|
2024
|
|
$ |
720,500 |
|
|
$ |
(195,500 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
797,467 |
|
|
$ |
(489,252 |
) |
|
$ |
0 |
|
|
$ |
(95,548 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
737,667 |
|
|
2023
|
|
$ |
1,009,333 |
|
|
$ |
(460,000 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
410,807 |
|
|
$ |
(222,200 |
) |
|
$ |
0 |
|
|
$ |
(12,603 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
725,337 |
|
|
2022
|
|
$ |
782,745 |
|
|
$ |
(277,411 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
519,289 |
|
|
$ |
5,846 |
|
|
$ |
0 |
|
|
$ |
(36,278 |
) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
994,189 |
|
|
(1)
|
Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year;
|
|
(2)
|
Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year;
|
|
(3)
|
Add, for awards that are granted and vest in the same year, the fair value as of the vesting date;
|
|
(4)
|
Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year;
|
|
(5)
|
Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and
|
|
(6)
|
Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year.
|
|
|
|
|
| Total Shareholder Return Amount |
$ 10.24
|
|
24.92
|
40.98
|
| Net Income (Loss) |
(24,555,000)
|
|
$ (23,938,000)
|
(15,431,000)
|
| PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(568,000)
|
(1,405,000)
|
|
(825,375)
|
| PEO | Pension Adjustments Service Cost |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| PEO | Pension Adjustments Prior Service Cost |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| 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 |
1,633,561
|
1,248,224
|
|
1,588,236
|
| 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 |
(1,409,158)
|
(775,034)
|
|
31,563
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| 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 |
(246,663)
|
(83,599)
|
|
(183,388)
|
| 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
|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(195,500)
|
(460,000)
|
|
(277,411)
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| Non-PEO NEO | Pension Adjustments Prior Service Cost |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| 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 |
797,467
|
410,807
|
|
519,289
|
| 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 |
(489,252)
|
(222,200)
|
|
5,846
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
|
0
|
| 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 |
(95,548)
|
(12,603)
|
|
(36,278)
|
| 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
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
|
$ 0
|