Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Pay vs Performance Disclosure [Table] |
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|
|
|
| Pay vs Performance Disclosure, Table |
|
In accordance
with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”)
and non-PEO named executive officers (“NEOs”), and Company performance for the fiscal years listed below.
The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any
of the years shown.
| Year |
|
Summary
Compensation
Table Total for
PEO¹
($) |
|
Compensation
Actually Paid
to PEO
1,2,3
($)
|
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
1
($)
|
|
Average
Compensation
Actually Paid
to
Non-PEO
NEOs
1,2,3
($)
|
|
|
|
Net
Income
($ Thousands) |
| |
Value
of Initial Fixed
$100 Investment
Based on:
TSR
4
($)
|
| (a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
| 2025 |
|
772,063 |
|
772,063 |
|
473,334 |
|
568,248 |
|
53.79 |
|
(12,527) |
| 2024 |
|
860,491 |
|
860,491 |
|
550,912 |
|
676,062 |
|
73.32 |
|
18,623 |
| 2023 |
|
984,444 |
|
984,439 |
|
445,548 |
|
495,768 |
|
75.22 |
|
29,483 |
| 1. | | Michael
A Shriner was our PEO for 2025 and 2024. Thomas M. Coughlin was our PEO for 2023. The individuals comprising
the non-PEO NEOs for each fiscal year are listed below. 2023 Ryan Blake, COO Kenneth Emerson, CSRO Jawad Chaudhry, CFO David R.
Garcia, CLO 2024 Ryan Blake, COO Jawad Chaudhry, CFO David R. Garcia, CLO Sandra Sievewright, CCO 2025 Ryan Blake, COO Jawad
Chaudhry, CFO |
| 2. | | The amounts shown for Compensation Actually Paid have been calculated in accordance with
Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s
NEOs. |
| 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. Amounts
in the Exclusion of Stock Awards and Option Awards column are the totals from the Restricted Stock Awards and Option Awards columns of
our 2025 Summary Compensation Table on page 24. |
| 4. | | The comparison assumes $100 was invested for the period starting December 31, 2022, through the
end of the listed fiscal year of the Company. Historical stock performance is not necessarily indicative of future stock performance. |
| 1. |
Michael
A Shriner was our PEO for 2025 and 2024. Thomas M. Coughlin was our PEO for 2023. The individuals comprising the non-PEO
NEOs for each fiscal year are listed below. |
|
| 2023 |
|
2024 |
|
2025 |
|
| Ryan
Blake, COO |
|
Ryan
Blake, COO |
|
Ryan
Blake, COO |
|
| Kenneth
Emerson, CSRO |
|
Jawad
Chaudhry, CFO |
|
Jawad
Chaudhry, CFO |
|
| Jawad
Chaudhry, CFO |
|
David
R. Garcia, CLO |
|
|
|
David
R. Garcia, CLO
|
|
Sandra
Sievewright, CCO
|
|
|
|
| |
|
|
|
|
|
|
2.
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v)
of Regulation S-K and do not reflect compensation actually earned, realized, or received
by the Company’s NEOs.
3.
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs
as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock
Awards and Option Awards column are the totals from the Restricted Stock Awards and Option Awards columns of our 2025
Summary Compensation Table on page 24.
|
| Year |
Summary Compensation
Table Total
for PEO
($) |
Exclusion of Stock
Awards and
Option Awards for
PEO
($) |
Inclusion of Equity
Values for PEO
($) |
Compensation Actually
Paid to PEO
($) |
| 2025 |
772,063 |
(50,625) |
50,625 |
772,063 |
| 2024 |
860,491 |
- |
- |
860,491 |
| 2023 |
984,444 |
- |
(5) |
984,439 |
| Year |
|
Average Summary
Compensation Table
Total for Non-PEO NEOs
($) |
|
Average Exclusion of
Stock Awards and
Option Awards for Non-
PEO NEOs
($) |
|
Average Inclusion of
Equity Values for Non-
PEO NEOs
($) |
|
Average Compensation
Actually Paid to
Non-PEO
NEOs
($) |
| 2025 |
|
473,334 |
|
(27,844) |
|
122,758 |
|
568,248 |
| 2024 |
|
550,912 |
|
(118,000) |
|
243,150 |
|
676,062 |
| 2023 |
|
445,548 |
|
(37,341) |
|
87,561 |
|
495,768 |
The
amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year |
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of
Fiscal Year for
PEO
($) |
Change in Fair
Value from Last
Day of Prior
Fiscal Year to
Last Day of Fiscal
Year of Unvested
Equity Awards for
PEO
($) |
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
PEO
($) |
|
Change in Fair
Value from Last
Day of Prior
Fiscal Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Fiscal Year for
PEO
($) |
|
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
PEO
($) |
|
Value
of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
($) |
|
Total—
Inclusion of
Equity Values
for PEO
($) |
| 2025 |
50,625 |
-- |
-- |
|
-- |
|
-- |
|
-- |
|
50,625 |
| 2024 |
-- |
-- |
-- |
|
-- |
|
-- |
|
-- |
|
-- |
| 2023 |
-- |
(7) |
-- |
|
2 |
|
-- |
|
-- |
|
(5) |
| Year |
Average Year-End Fair
Value of Equity Awards
Granted During Fiscal
Year That Remained
Unvested as of Last Day
of Fiscal Year for Non-
PEO NEOs
($) |
Average Change in Fair
Value from Last Day of
Prior Fiscal Year to Last
Day of Fiscal Year of
Unvested Equity Awards
for
Non-PEO
NEOs
($) |
Average Change in Fair
Value from Last Day of
Prior Fiscal Year to
Vesting Date of
Unvested Equity Awards
That Vested During
Fiscal Year for
Non-PEO
NEOs
($) |
Total—Average Inclusion
of Equity Values for
Non-PEO
NEOs
($) |
| 2025 |
-- |
142,167 |
(19,409) |
122,758 |
| 2024 |
148,000 |
30,000 |
65,150 |
243,150 |
| 2023 |
81,122 |
6,439 |
- |
87,561 |
| 4. |
The comparison assumes
$100 was invested for the period starting December 31, 2022, through the end of the listed fiscal year of the Company. Historical
stock performance is not necessarily indicative of future stock performance. |
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
| 1. |
Michael
A Shriner was our PEO for 2025 and 2024. Thomas M. Coughlin was our PEO for 2023. The individuals comprising the non-PEO
NEOs for each fiscal year are listed below. |
|
| 2023 |
|
2024 |
|
2025 |
|
| Ryan
Blake, COO |
|
Ryan
Blake, COO |
|
Ryan
Blake, COO |
|
| Kenneth
Emerson, CSRO |
|
Jawad
Chaudhry, CFO |
|
Jawad
Chaudhry, CFO |
|
| Jawad
Chaudhry, CFO |
|
David
R. Garcia, CLO |
|
|
|
David
R. Garcia, CLO
|
|
Sandra
Sievewright, CCO
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 772,063
|
$ 860,491
|
$ 984,444
|
| PEO Actually Paid Compensation Amount |
[1],[2],[3] |
$ 772,063
|
860,491
|
984,439
|
| Adjustment To PEO Compensation, Footnote |
|
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. Amounts in the Exclusion of Stock
Awards and Option Awards column are the totals from the Restricted Stock Awards and Option Awards columns of our 2025
Summary Compensation Table on page 24.
| Year |
Summary Compensation
Table Total
for PEO
($) |
Exclusion of Stock
Awards and
Option Awards for
PEO
($) |
Inclusion of Equity
Values for PEO
($) |
Compensation Actually
Paid to PEO
($) |
| 2025 |
772,063 |
(50,625) |
50,625 |
772,063 |
| 2024 |
860,491 |
- |
- |
860,491 |
| 2023 |
984,444 |
- |
(5) |
984,439 |
| Year |
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of
Fiscal Year for
PEO
($) |
Change in Fair
Value from Last
Day of Prior
Fiscal Year to
Last Day of Fiscal
Year of Unvested
Equity Awards for
PEO
($) |
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
PEO
($) |
|
Change in Fair
Value from Last
Day of Prior
Fiscal Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Fiscal Year for
PEO
($) |
|
Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
PEO
($) |
|
Value
of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
($) |
|
Total—
Inclusion of
Equity Values
for PEO
($) |
| 2025 |
50,625 |
-- |
-- |
|
-- |
|
-- |
|
-- |
|
50,625 |
| 2024 |
-- |
-- |
-- |
|
-- |
|
-- |
|
-- |
|
-- |
| 2023 |
-- |
(7) |
-- |
|
2 |
|
-- |
|
-- |
|
(5) |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 473,334
|
550,912
|
445,548
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[1],[2],[3] |
$ 568,248
|
676,062
|
495,768
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
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. Amounts in the Exclusion of Stock
Awards and Option Awards column are the totals from the Restricted Stock Awards and Option Awards columns of our 2025
Summary Compensation Table on page 24.
| Year |
|
Average Summary
Compensation Table
Total for Non-PEO NEOs
($) |
|
Average Exclusion of
Stock Awards and
Option Awards for Non-
PEO NEOs
($) |
|
Average Inclusion of
Equity Values for Non-
PEO NEOs
($) |
|
Average Compensation
Actually Paid to
Non-PEO
NEOs
($) |
| 2025 |
|
473,334 |
|
(27,844) |
|
122,758 |
|
568,248 |
| 2024 |
|
550,912 |
|
(118,000) |
|
243,150 |
|
676,062 |
| 2023 |
|
445,548 |
|
(37,341) |
|
87,561 |
|
495,768 |
| Year |
Average Year-End Fair
Value of Equity Awards
Granted During Fiscal
Year That Remained
Unvested as of Last Day
of Fiscal Year for Non-
PEO NEOs
($) |
Average Change in Fair
Value from Last Day of
Prior Fiscal Year to Last
Day of Fiscal Year of
Unvested Equity Awards
for
Non-PEO
NEOs
($) |
Average Change in Fair
Value from Last Day of
Prior Fiscal Year to
Vesting Date of
Unvested Equity Awards
That Vested During
Fiscal Year for
Non-PEO
NEOs
($) |
Total—Average Inclusion
of Equity Values for
Non-PEO
NEOs
($) |
| 2025 |
-- |
142,167 |
(19,409) |
122,758 |
| 2024 |
148,000 |
30,000 |
65,150 |
243,150 |
| 2023 |
81,122 |
6,439 |
- |
87,561 |
|
|
|
| Total Shareholder Return Amount |
[4] |
$ 53.79
|
73.32
|
75.22
|
| Net Income (Loss), Including Portion Attributable to Noncontrolling Interest |
|
$ (12,527,000)
|
$ 18,623,000
|
$ 29,483,000
|
| PEO Name |
|
Michael
A Shriner
|
Michael
A Shriner
|
Thomas M. Coughlin
|
| PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (50,625)
|
|
|
| PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
50,625
|
|
$ (5)
|
| PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
50,625
|
|
|
| PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
(7)
|
| PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
2
|
| Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
(27,844)
|
$ (118,000)
|
(37,341)
|
| Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
122,758
|
243,150
|
87,561
|
| Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
|
148,000
|
81,122
|
| Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
142,167
|
30,000
|
$ 6,439
|
| Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (19,409)
|
$ 65,150
|
|
|
|