v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 36 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2025
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE1

 

This section is included to respond to Item 402(v) of Regulation S-K. The Company has chosen to provide scaled disclosure permitted for smaller reporting companies. For a more comprehensive analysis of the compensation of our named executive officers, please see other portions of the Executive Compensation section. In the table and footnotes below, “PEO” refers to our principal executive officer, Michael Benstock.

 

(a)

 

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

 

Year

 

Summary

compensation

table (SCT)

total for PEO

($)(1)

   

Compensation

actually paid

to PEO

($)(2)

   

Average

summary

compensation

table total for

non-PEO NEOs

($)(1)

   

Average

compensation

actually paid to

non-PEO NEOs

($)(2)

   

Value of initial fixed

$100 investment

based on Total

shareholder return

($)(3)

   

Net income (loss)

($)(in thousands)(4)

 

2025

    2,750,208       $(1,579,182)       $1,120,756       $147,878       111       7,000  

2024

    5,080,138       5,490,958       2,708,644       2,910,444       86       12,004  

2023

    3,199,195       2,576,255       1,389,505       1,462,342       65       8,772  

 

(1) Reflects compensation amounts reported in the Summary Compensation Table for our chief executive officer, Michael Benstock, and collectively for our non-PEO named executive officers for the respective years shown. The following non-PEO named executive officers are included in the average figures shown:

 

2025: M. Koempel and J. Himelstein

2024: M. Koempel and J. Himelstein

2023: M. Koempel and J. Himelstein

 

 


1 The disclosure in this section is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

 

 

(2) Reflects compensation actually paid to our PEO and average compensation actually paid to our non-PEO named executive officers in 2025, 2024 and 2023, consisting of the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the following tables, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee with regard to the named executive officers’ compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of this proxy statement reporting pay for the fiscal years covered in the table above. 

     
PEO Total Compensation Amount $ 2,750,208 $ 5,080,138 $ 3,199,195  
PEO Actually Paid Compensation Amount $ (1,579,182) 5,490,958 2,576,255  
Adjustment To PEO Compensation, Footnote

Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a comprehensive discussion of, including the reasons for, the Company’s financial results for fiscal year 2025.

 

PEO

                       

Year

 

2025

   

2024

   

2023

 

Summary Compensation Table (SC T) Total Compensation

  $ 2,750,208     $ 5,080,138     $ 3,199,195  

Deduct: Amounts Reported under the 'Stock Awards" Column in the SC T

    -       (2,859,888 )     (1,160,391 )

Deduct: Amounts Reported under the "Option Awards" Column in the SCT

    -       (279,383 )     (137,386 )

Deduct: Change in pension value and nonqualified deferred compensation earnings

    (1,628,690 )     (411,136 )     (887,955 )

Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end

    -       3,193,256       1,416,903  

Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end

    (2,621,027 )     468,794       116,201  

Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year Compensation Actually Paid

    (79,673 )     299,177       29,688  
    $ (1,579,182 )   $ 5,490,958     $ 2,576,255  

 

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made, where applicable, using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.

     
Non-PEO NEO Average Total Compensation Amount $ 1,120,756 2,708,644 1,389,505  
Non-PEO NEO Average Compensation Actually Paid Amount $ 147,878 2,910,444 1,462,342  
Adjustment to Non-PEO NEO Compensation Footnote

 

Non-PEO NEOs

                       

Year

 

2025

   

2024

   

2023

 
   

Average

   

Average

   

Average

 
   

See Column

   

See Column (d) note

   

See Column (d)

 
   

(d) note

   

above

   

note above

 

Summary Compensation Table (SCT) Total Compensation

  $ 1,120,756     $ 2,708,644     $ 1,389,505  

Deduct: Amounts Reported under the "Stock Awards" Column in the SCT

    (194,499 )     (1,429,753 )     (124,295 )

Deduct: Amounts Reported under the "Option Awards" Column in the SCT

    -       (32,719 )     (68,693 )

Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end

    179,651       1,463,988       197,267  

Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end

    (893,974 )     117,057       66,263  

Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Compensation Actually Paid

    (64,056 )     83,226       2,295  
    $ 147,878     $ 2,910,444     $ 1,462,342  

 

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vesting. For performance shares, the grant date fair value is based on a Monte Carlo simulation model as of the grant date assuming target performance.

 

(3) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2025, 2024 and 2023, respectively.

 

(4) Reflects “Net Income (loss)” in the Company’s Consolidated Statements of Comprehensive Income (Loss) included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024 and 2023, respectively.

 

The Company believes that the compensation shown in columns (b)-(e) for each of 2025, 2024 and 2023 is appropriate given the Company’s achieved TSR (column (f)) and Net Income (Loss) (column (g)) for each of those years, respectively. The Company also believes that the change in compensation year-over-year is indicative of the change in the Company’s achieved TSR and Net Income (Loss) between those years.

 

The PEO’s total compensation shown in the Summary Compensation Table for 2025 was 54.1% of the amount for 2024, and his compensation actually paid in 2025 was (28.8%) of the amount in 2024. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2025 was 41.4% of the amount for 2024, and compensation actually paid in 2025 was 3.4% of the amount in 2024. The three year TSR as of December 31, 2025 was 61.6% of the three year TSR as of December 31, 2024. Also the net income amount decreased from $12.0 million in 2024 to $7.0 million in 2025. 

 

The PEO’s total compensation shown in the Summary Compensation Table for 2024 was 158.8% of the amount for 2023, and his compensation actually paid in 2024 was 213.1% of the amount in 2023. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2024 was 194.9% of the amount for 2023, and compensation actually paid in 2024 was 157.5% of the amount in 2023. The three year TSR as of December 31, 2024 was 132.0% of the three year TSR as of December 31, 2023. Also the net income amount increased from $8.8 million in 2023 to $12.0 million in 2024. 

     
Total Shareholder Return Amount $ 111 86 65  
Net Income (Loss) 7,000,000 12,004,000 8,772,000  
Michael Benstock [Member]        
Pay vs Performance Disclosure        
PEO Name       Michael Benstock
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 (1,628,690) (411,136) (887,955)  
PEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 (279,383) (137,386)  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 (2,859,888) (1,160,391)  
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 3,193,256 1,416,903  
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 (2,621,027) 468,794 116,201  
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 (79,673) 299,177 29,688  
Non-PEO NEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 (32,719) (68,693)  
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 (194,499) (1,429,753) (124,295)  
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 179,651 1,463,988 197,267  
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 (893,974) 117,057 66,263  
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 $ (64,056) $ 83,226 $ 2,295