Pay vs Performance Disclosure - USD ($)
|
2 Months Ended |
12 Months Ended |
Feb. 28, 2025 |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
|
|
2025
Pay Versus Performance Table
Year | |
Summary
compensation table total for PEO ($) (Mr. Jaramillo) (1) | |
Compensation
actually paid to PEO ($) (Mr. Jaramillo) (2) | |
Summary
compensation table total for PEO ($) (Mr. Erb) (1) | |
Compensation
actually paid to PEO ($)
(Mr. Erb) (2) |
| 2025 | | |
| 324,328 | | |
| 324,328 | | |
| 336,180 | | |
| 313,320 | |
| 2024 | | |
| 409,408 | | |
| 387,861 | | |
| - | | |
| - | |
| 2023 | | |
| 606,603 | | |
| 423,659 | | |
| - | | |
| - | |
Year | |
Average
summary compensation table total for non-PEO named executive officers ($)(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
loss ($)(6) |
| 2025 | | |
| 306,100 | | |
| 306,100 | | |
$ | 0.17 | | |
| 17,521,000 | |
| 2024 | | |
| 288,472 | | |
| 271,930 | | |
$ | 0.03 | | |
| 11,165,000 | |
| 2023 | | |
| 446,458 | | |
| 351,185 | | |
$ | 0.47 | | |
| 20,209,000 | |
| (1) |
Reflects
the amount reported in the “Total” column of the Summary Compensation Table for each of Mr. Erb and Mr. Jaramillo
for each corresponding year in which they served as PEO. Mr. Jaramillo was our PEO from 2023 to February 2025, and Mr. Erb
was our PEO from February 2025 to December 2025. The amount reported in the “Total” column of the Summary Compensation
Table for Mr. Jaramillo includes $224,561.19 of Separation Pay in 2025. The amount reported in the “Total” column
of the Summary Compensation Table for Mr. Erb includes $49,300 and $8,036 of compensation for service as Chairman of the Board
in 2024 and 2025, respectively. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2025
and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023”
in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. |
| (2) |
The amounts reported in this column represent CAP for Mr. Erb and Mr. Jaramillo for each corresponding year in which they served as PEO
computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to
Mr. Erb or Mr. Jaramillo during any applicable year. To determine CAP, the adjustments below were made to Mr. Erb’s and Mr. Jaramillo’s
total compensation. |
| (3) |
Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group
(excluding Mr. Erb and Mr. Jaramillo) for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation
Table for 2025 and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023”
in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. The names of each of the other NEOs (excluding Mr. Erb and
Mr. Jaramillo) Included for purposes of calculating the average amounts in each applicable year are Mr. Ayotte, Ms. Blake, and Mr. Scott
for 2023, Mr. Ayotte and Mr. Scott for 2024, and Mr. Ayotte and Mr. Scott for 2025. Since Ms. Blake and Mr. Scott served as Chief Financial
Officer for a portion of 2023 and Mr. Scott served as Chief Financial Officer for a portion of 2025, the compensation of each such non-PEO
NEO has been included for purposes of calculating the average summary compensation table total in each respective year. In addition to
serving as our PEO, Mr. Erb served as Interim Chief Financial Officer for a portion of 2025 and did not receive any additional compensation
for serving in this role during the applicable year. Mr. Erb’s compensation for 2025 has not been included for purposes of calculating
the average summary compensation total in that year. |
| (4) |
Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo), as computed in accordance with Item
402(v) of Regulation S- K, for each corresponding year, which amounts reflect an average of the actual amount of compensation earned by
or paid to the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) during the applicable year. The adjustments below were made
to the average total compensation for the NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) for each year to determine the CAP for
such year. Since both Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of 2023, and Mr. Scott served as Chief Financial
Officer for a portion of 2025, these two non-PEO NEOs have been treated as one full-time equivalent individual for purposes of calculating
the average compensation actually paid to non-PEO NEOs in each respective year. In addition to serving as our PEO, Mr. Erb served as Interim
Chief Financial Officer for a portion of 2025 and did not receive any additional compensation for serving in this role during the applicable
year. |
| (5) |
The amounts reported in this column represent the Company’s cumulative TSR, which 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 of the measurement period and the beginning of the measurement period by the Company’s share price at the beginning of
the measurement period. |
| (6) |
The amounts reported in this column represent net income reflected in the Company’s audited financial statements for the applicable
year. |
| (2) |
The
amounts reported in this column represent CAP for Mr. Erb and Mr. Jaramillo for each corresponding year in which they served
as PEO computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation
earned by or paid to Mr. Erb or Mr. Jaramillo during any applicable year. To determine CAP, the adjustments below were made
to Mr. Erb’s and Mr. Jaramillo’s total compensation. |
Year | |
Reported
Summary Compensation Table Total for PEO ($) | |
Less | |
Reported
Value of Equity Awards ($)(a) | |
Plus | |
Equity
Award Adjustments ($)(b) | |
Equals | |
CAP
for PEO ($) |
| Mr. Jaramillo |
| 2025 | | |
| 324,328 | | |
| - | | |
| - | | |
| + | | |
| - | | |
| = | | |
| 324,328 | |
| 2024 | | |
| 409,408 | | |
| - | | |
| - | | |
| + | | |
| (21,547 | ) | |
| = | | |
| 387,861 | |
| 2023 | | |
| 606,603 | | |
| - | | |
| 168,891 | | |
| + | | |
| (14,053 | ) | |
| = | | |
| 423,659 | |
| Mr. Erb |
| 2025 | | |
| 336,180 | | |
| - | | |
| 24,897 | | |
| + | | |
| 2,040 | | |
| = | | |
| 313,320 | |
| (a) |
Amounts
reflect the grant date fair value of equity awards as reported in the “Option Awards” column in the Summary Compensation
Table for the applicable year. |
| (b) |
The
equity award adjustments were calculated in accordance with Item 402(v) of Regulation
S-K and include: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of
change as of the end of the applicable year (from the end of the prior fiscal year) in
fair value of any awards granted in prior years that are outstanding and unvested as
of the end of the applicable year; (iii) for awards that are granted in the applicable
year and vest in the same year, the fair value as of the vesting date;(iv) for awards
granted in prior years that vest in the applicable year, the amount equal to the change
as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for
awards granted in prior years that are determined to fail to meet the applicable vesting
conditions during the applicable year, a deduction for the amount equal to the fair value
at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other
earnings paid on stock or option awards in the applicable year prior to the vesting date
that are not otherwise reflected in the fair value of such award or included in any other
component of total compensation for the applicable year. The valuation assumptions used
to calculate fair values did not materially differ from those disclosed at the time of
grant. The amounts deducted or added in calculating the equity award adjustments for
each of Mr. Erb and Mr. Jaramillo for the years in which they served as PEO are as follows:
|
Year | |
Year
End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year
End ($) | |
Year
over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | |
Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | |
Change
in Fair Value to the 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 ($) | |
Total
Equity Award Adjustments ($) |
| Mr. Jaramillo |
| 2025 | | |
| - | | |
| - | | |
| 0 | | |
| - | | |
| - | | |
| 0 | | |
| - | |
| 2024 | | |
| - | | |
| (9,977 | ) | |
| 0 | | |
| (1,254 | ) | |
| (10,316 | ) | |
| 0 | | |
| (21,547 | ) |
| 2023 | | |
| 9,813 | | |
| (9,665 | ) | |
| 0 | | |
| (4,270 | ) | |
| (9,931 | ) | |
| 0 | | |
| (14,053 | ) |
| Mr. Erb |
| 2025 | | |
| 2,040 | | |
| - | | |
| 0 | | |
| - | | |
| - | | |
| 0 | | |
| 2,040 | |
| (3) |
Reflects
the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group
(excluding Mr. Erb and Mr. Jaramillo) for each corresponding year. See “Named Executive Officer Compensation Tables
- Summary Compensation Table for 2025 and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation
Table for 2024 and 2023” in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. The names of each
of the other NEOs (excluding Mr. Erb and Mr. Jaramillo) Included for purposes of calculating the average amounts in each applicable
year are Mr. Ayotte, Ms. Blake, and Mr. Scott for 2023, Mr. Ayotte and Mr. Scott for 2024, and Mr. Ayotte and Mr. Scott for
2025. Since Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of 2023 and Mr. Scott served as Chief
Financial Officer for a portion of 2025, the compensation of each such non-PEO NEO has been included for purposes of calculating
the average summary compensation table total in each respective year. In addition to serving as our PEO, Mr. Erb served as
Interim Chief Financial Officer for a portion of 2025 and did not receive any additional compensation for serving in this
role during the applicable year. Mr. Erb’s compensation for 2025 has not been included for purposes of calculating the
average summary compensation total in that year. |
| (4) |
Amounts
reported reflect CAP for the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo), as computed in accordance with Item
402(v) of Regulation S- K, for each corresponding year, which amounts reflect an average of the actual amount of compensation
earned by or paid to the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) during the applicable year. The adjustments
below were made to the average total compensation for the NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) for each year
to determine the CAP for such year. Since both Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of
2023, and Mr. Scott served as Chief Financial Officer for a portion of 2025, these two non-PEO NEOs have been treated as one
full-time equivalent individual for purposes of calculating the average compensation actually paid to non-PEO NEOs in each
respective year. In addition to serving as our PEO, Mr. Erb served as Interim Chief Financial Officer for a portion of 2025
and did not receive any additional compensation for serving in this role during the applicable year. |
Year | |
Average Reported
Summary Compensation Table Total for Non-PEO NEOs ($) | |
Less | |
Average Reported
Value of Equity Awards ($) | |
Plus | |
Average
Equity Award Adjustments
($)(a) | |
Equals | |
Average
CAP for Non-PEO NEOs
($) |
| 2025 | |
306,099 | |
- | |
- | |
+ | |
- | |
= | |
306,099 |
| 2024 | |
288,472 | |
- | |
- | |
+ | |
(16,542) | |
= | |
271,930 |
| 2023 | |
297,639 | |
- | |
97,176 | |
+ | |
1,903 | |
= | |
202,366 |
| (a) | See
note (b) to footnote (2) above for an explanation of the equity award adjustments made
in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating
the total average equity award adjustments for the other NEOs as a group (excluding Mr.
Erb and Mr. Jaramillo) are as follows: |
Year | |
Average
Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested
at Year End ($) | |
Year over Year
Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | |
Average Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | |
Average Change
in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | |
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 ($) |
| 2025 | |
- | |
- | |
0 | |
- | |
- | |
0 | |
- |
| 2024 | |
- | |
(6,517) | |
0 | |
(3,255) | |
(6,770) | |
0 | |
(16,542) |
| 2023 | |
6,481 | |
(1,452) | |
0 | |
(1,633) | |
(1,493) | |
0 | |
1,903 |
| (5) |
The
amounts reported in this column represent the Company’s cumulative TSR, which 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 of the measurement period and the beginning of the measurement period by the Company’s
share price at the beginning of the measurement period. |
| (6) |
The
amounts reported in this column represent net income reflected in the Company’s audited financial statements for the
applicable year. |
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
|
| (1) |
Reflects
the amount reported in the “Total” column of the Summary Compensation Table for each of Mr. Erb and Mr. Jaramillo
for each corresponding year in which they served as PEO. Mr. Jaramillo was our PEO from 2023 to February 2025, and Mr. Erb
was our PEO from February 2025 to December 2025. The amount reported in the “Total” column of the Summary Compensation
Table for Mr. Jaramillo includes $224,561.19 of Separation Pay in 2025. The amount reported in the “Total” column
of the Summary Compensation Table for Mr. Erb includes $49,300 and $8,036 of compensation for service as Chairman of the Board
in 2024 and 2025, respectively. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2025
and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023”
in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. |
| (2) |
The amounts reported in this column represent CAP for Mr. Erb and Mr. Jaramillo for each corresponding year in which they served as PEO
computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to
Mr. Erb or Mr. Jaramillo during any applicable year. To determine CAP, the adjustments below were made to Mr. Erb’s and Mr. Jaramillo’s
total compensation. |
| (3) |
Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group
(excluding Mr. Erb and Mr. Jaramillo) for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation
Table for 2025 and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023”
in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. The names of each of the other NEOs (excluding Mr. Erb and
Mr. Jaramillo) Included for purposes of calculating the average amounts in each applicable year are Mr. Ayotte, Ms. Blake, and Mr. Scott
for 2023, Mr. Ayotte and Mr. Scott for 2024, and Mr. Ayotte and Mr. Scott for 2025. Since Ms. Blake and Mr. Scott served as Chief Financial
Officer for a portion of 2023 and Mr. Scott served as Chief Financial Officer for a portion of 2025, the compensation of each such non-PEO
NEO has been included for purposes of calculating the average summary compensation table total in each respective year. In addition to
serving as our PEO, Mr. Erb served as Interim Chief Financial Officer for a portion of 2025 and did not receive any additional compensation
for serving in this role during the applicable year. Mr. Erb’s compensation for 2025 has not been included for purposes of calculating
the average summary compensation total in that year. |
| (4) |
Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo), as computed in accordance with Item
402(v) of Regulation S- K, for each corresponding year, which amounts reflect an average of the actual amount of compensation earned by
or paid to the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) during the applicable year. The adjustments below were made
to the average total compensation for the NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) for each year to determine the CAP for
such year. Since both Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of 2023, and Mr. Scott served as Chief Financial
Officer for a portion of 2025, these two non-PEO NEOs have been treated as one full-time equivalent individual for purposes of calculating
the average compensation actually paid to non-PEO NEOs in each respective year. In addition to serving as our PEO, Mr. Erb served as Interim
Chief Financial Officer for a portion of 2025 and did not receive any additional compensation for serving in this role during the applicable
year. |
| (5) |
The amounts reported in this column represent the Company’s cumulative TSR, which 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 of the measurement period and the beginning of the measurement period by the Company’s share price at the beginning of
the measurement period. |
| (6) |
The amounts reported in this column represent net income reflected in the Company’s audited financial statements for the applicable
year. |
|
|
|
| Adjustment To PEO Compensation, Footnote |
|
|
Year | |
Reported
Summary Compensation Table Total for PEO ($) | |
Less | |
Reported
Value of Equity Awards ($)(a) | |
Plus | |
Equity
Award Adjustments ($)(b) | |
Equals | |
CAP
for PEO ($) |
| Mr. Jaramillo |
| 2025 | | |
| 324,328 | | |
| - | | |
| - | | |
| + | | |
| - | | |
| = | | |
| 324,328 | |
| 2024 | | |
| 409,408 | | |
| - | | |
| - | | |
| + | | |
| (21,547 | ) | |
| = | | |
| 387,861 | |
| 2023 | | |
| 606,603 | | |
| - | | |
| 168,891 | | |
| + | | |
| (14,053 | ) | |
| = | | |
| 423,659 | |
| Mr. Erb |
| 2025 | | |
| 336,180 | | |
| - | | |
| 24,897 | | |
| + | | |
| 2,040 | | |
| = | | |
| 313,320 | |
| (a) |
Amounts
reflect the grant date fair value of equity awards as reported in the “Option Awards” column in the Summary Compensation
Table for the applicable year. |
| (b) |
The
equity award adjustments were calculated in accordance with Item 402(v) of Regulation
S-K and include: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of
change as of the end of the applicable year (from the end of the prior fiscal year) in
fair value of any awards granted in prior years that are outstanding and unvested as
of the end of the applicable year; (iii) for awards that are granted in the applicable
year and vest in the same year, the fair value as of the vesting date;(iv) for awards
granted in prior years that vest in the applicable year, the amount equal to the change
as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for
awards granted in prior years that are determined to fail to meet the applicable vesting
conditions during the applicable year, a deduction for the amount equal to the fair value
at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other
earnings paid on stock or option awards in the applicable year prior to the vesting date
that are not otherwise reflected in the fair value of such award or included in any other
component of total compensation for the applicable year. The valuation assumptions used
to calculate fair values did not materially differ from those disclosed at the time of
grant. The amounts deducted or added in calculating the equity award adjustments for
each of Mr. Erb and Mr. Jaramillo for the years in which they served as PEO are as follows:
|
Year | |
Year
End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year
End ($) | |
Year
over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | |
Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | |
Change
in Fair Value to the 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 ($) | |
Total
Equity Award Adjustments ($) |
| Mr. Jaramillo |
| 2025 | | |
| - | | |
| - | | |
| 0 | | |
| - | | |
| - | | |
| 0 | | |
| - | |
| 2024 | | |
| - | | |
| (9,977 | ) | |
| 0 | | |
| (1,254 | ) | |
| (10,316 | ) | |
| 0 | | |
| (21,547 | ) |
| 2023 | | |
| 9,813 | | |
| (9,665 | ) | |
| 0 | | |
| (4,270 | ) | |
| (9,931 | ) | |
| 0 | | |
| (14,053 | ) |
| Mr. Erb |
| 2025 | | |
| 2,040 | | |
| - | | |
| 0 | | |
| - | | |
| - | | |
| 0 | | |
| 2,040 | |
| (3) |
Reflects
the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group
(excluding Mr. Erb and Mr. Jaramillo) for each corresponding year. See “Named Executive Officer Compensation Tables
- Summary Compensation Table for 2025 and 2024” and “Named Executive Officer Compensation Tables - Summary Compensation
Table for 2024 and 2023” in our 2025 Definitive Proxy Statement filed with the SEC on April 14, 2025. The names of each
of the other NEOs (excluding Mr. Erb and Mr. Jaramillo) Included for purposes of calculating the average amounts in each applicable
year are Mr. Ayotte, Ms. Blake, and Mr. Scott for 2023, Mr. Ayotte and Mr. Scott for 2024, and Mr. Ayotte and Mr. Scott for
2025. Since Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of 2023 and Mr. Scott served as Chief
Financial Officer for a portion of 2025, the compensation of each such non-PEO NEO has been included for purposes of calculating
the average summary compensation table total in each respective year. In addition to serving as our PEO, Mr. Erb served as
Interim Chief Financial Officer for a portion of 2025 and did not receive any additional compensation for serving in this
role during the applicable year. Mr. Erb’s compensation for 2025 has not been included for purposes of calculating the
average summary compensation total in that year. |
| (4) |
Amounts
reported reflect CAP for the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo), as computed in accordance with Item
402(v) of Regulation S- K, for each corresponding year, which amounts reflect an average of the actual amount of compensation
earned by or paid to the other NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) during the applicable year. The adjustments
below were made to the average total compensation for the NEOs as a group (excluding Mr. Erb and Mr. Jaramillo) for each year
to determine the CAP for such year. Since both Ms. Blake and Mr. Scott served as Chief Financial Officer for a portion of
2023, and Mr. Scott served as Chief Financial Officer for a portion of 2025, these two non-PEO NEOs have been treated as one
full-time equivalent individual for purposes of calculating the average compensation actually paid to non-PEO NEOs in each
respective year. In addition to serving as our PEO, Mr. Erb served as Interim Chief Financial Officer for a portion of 2025
and did not receive any additional compensation for serving in this role during the applicable year. |
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
|
$ 306,100
|
$ 288,472
|
$ 446,458
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
|
$ 306,100
|
271,930
|
351,185
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
|
Year | |
Average Reported
Summary Compensation Table Total for Non-PEO NEOs ($) | |
Less | |
Average Reported
Value of Equity Awards ($) | |
Plus | |
Average
Equity Award Adjustments
($)(a) | |
Equals | |
Average
CAP for Non-PEO NEOs
($) |
| 2025 | |
306,099 | |
- | |
- | |
+ | |
- | |
= | |
306,099 |
| 2024 | |
288,472 | |
- | |
- | |
+ | |
(16,542) | |
= | |
271,930 |
| 2023 | |
297,639 | |
- | |
97,176 | |
+ | |
1,903 | |
= | |
202,366 |
| (a) | See
note (b) to footnote (2) above for an explanation of the equity award adjustments made
in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating
the total average equity award adjustments for the other NEOs as a group (excluding Mr.
Erb and Mr. Jaramillo) are as follows: |
Year | |
Average
Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested
at Year End ($) | |
Year over Year
Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | |
Average Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | |
Average Change
in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | |
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 ($) |
| 2025 | |
- | |
- | |
0 | |
- | |
- | |
0 | |
- |
| 2024 | |
- | |
(6,517) | |
0 | |
(3,255) | |
(6,770) | |
0 | |
(16,542) |
| 2023 | |
6,481 | |
(1,452) | |
0 | |
(1,633) | |
(1,493) | |
0 | |
1,903 |
| (5) |
The
amounts reported in this column represent the Company’s cumulative TSR, which 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 of the measurement period and the beginning of the measurement period by the Company’s
share price at the beginning of the measurement period. |
| (6) |
The
amounts reported in this column represent net income reflected in the Company’s audited financial statements for the
applicable year. |
|
|
|
| Total Shareholder Return Amount |
[3] |
|
$ 0.17
|
0.03
|
0.47
|
| Net Income (Loss) |
[4] |
|
$ 17,521,000
|
11,165,000
|
20,209,000
|
| Additional 402(v) Disclosure |
|
|
The
Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance
table, including Compensation Actually Paid (CAP), as required by Item 402(v) of Regulation S-K. The Compensation Committee does
not use TSR or net income in its compensation programs. However, we do utilize several other performance measures to align executive
compensation with our performance, see “Named Executive Officer Compensation.” Part of the compensation our non-PEO
NEOs are eligible to receive consists of annual discretionary bonuses equal to 25% of the total bonus opportunity per non-PEO
NEO that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward
our executives for individual achievement toward these goals, subject to certain criteria. The PEO’s bonus opportunity for
each of 2025 and 2024 was based solely on the achievement of corporate objectives.
| |
● |
For 2025, the compensation
actually paid for the PEO and the non-PEO NEOs as a percentage of net loss was approximately 3.6% and 1.7%, respectively. |
| |
● |
For 2024, the compensation
actually paid for the PEO and the non-PEO NEOs as a percentage of net loss was approximately 3.5% and 2.4%, respectively. |
| |
● |
For 2023, the compensation
actually paid for the PEO and the non-PEO NEOs as a percentage of net loss was approximately 2.1% and 1.7%, respectively. |
| |
● |
Compensation actually
paid to the PEO increased by $249,787, or approximately 64.4%, in 2025. |
| |
● |
Average compensation
actually paid to the remaining non-PEO NEOs increased by $34,170, or approximately 12.6%, in 2025. |
|
| |
● |
TSR decreased from
$5.46 in 2024 to $3.73 in 2025, or approximately 31.7%. |
| |
● |
TSR increased from
$5.42 in 2023 to $5.46 in 2024, or approximately 0.8%. |
| |
● |
Net Loss increased
approximately 56.7% from 2024 to 2025. |
| |
● |
Net Loss decreased
approximately 44.8% from 2023 to 2024. |
| |
● |
Net Sales Growth
was (1.4)% in 2024 and (5.4)% in 2025 |
| |
● |
Net
Sales Growth was 3.8% in 2023 and (1.4)% in 2024. |
The
changes in compensation actually paid to our PEO during such periods as described in the pay versus performance table were largely
driven by the fact that we had two PEOs in 2025, one of whom (Mr. Jaramillo) received separation pay in the amount of $224,561 that is included in the calculations of total compensation and compensation actually paid for Mr. Jaramillo in such period. The
changes in average compensation actually paid to our non-PEO NEOs reflect the fact that Mr. Ayotte received a one-time bonus in
the amount of $10,000 for his temporary service leading the Company’s Human Resources and Regulatory functions during 2025.
|
|
|
| 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 |
|
|
$ (0)
|
(0)
|
6,481
|
| 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 |
|
|
(0)
|
(6,517)
|
(1,452)
|
| Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
0
|
0
|
| 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 |
|
|
(0)
|
(3,255)
|
(1,633)
|
| Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
(0)
|
(6,770)
|
(1,493)
|
| Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
0
|
0
|
| Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[5] |
|
(0)
|
(16,542)
|
1,903
|
| 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 |
|
|
(0)
|
(0)
|
97,176
|
| Mr Jaramillo [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Total Compensation Amount |
[6] |
|
324,328
|
409,408
|
606,603
|
| PEO Actually Paid Compensation Amount |
[7] |
|
324,328
|
$ 387,861
|
$ 423,659
|
| PEO Name |
|
Mr. Jaramillo
|
|
Mr. Jaramillo
|
Mr. Jaramillo
|
| Mr Jaramillo [Member] | PEO [Member] | Reported Value O fEquity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[8] |
|
(0)
|
$ (0)
|
$ 168,891
|
| Mr Jaramillo [Member] | PEO [Member] | Equity Awards Adjustments [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
|
(0)
|
(21,547)
|
(14,053)
|
| Mr Jaramillo [Member] | 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 |
|
|
(0)
|
(0)
|
9,813
|
| Mr Jaramillo [Member] | 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 |
|
|
(0)
|
(9,977)
|
(9,665)
|
| Mr Jaramillo [Member] | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
0
|
0
|
| Mr Jaramillo [Member] | 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 |
|
|
(0)
|
(1,254)
|
(4,270)
|
| Mr Jaramillo [Member] | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
(0)
|
(10,316)
|
(9,931)
|
| Mr Jaramillo [Member] | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
0
|
0
|
| Mr Jaramillo [Member] | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
(0)
|
(21,547)
|
(14,053)
|
| Mr Erb [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| PEO Total Compensation Amount |
[6] |
|
336,180
|
(0)
|
(0)
|
| PEO Actually Paid Compensation Amount |
[7] |
|
$ 313,320
|
$ (0)
|
$ (0)
|
| PEO Name |
|
|
Mr. Erb
|
|
|
| Mr Erb [Member] | PEO [Member] | Reported Value O fEquity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[8] |
|
$ 24,897
|
|
|
| Mr Erb [Member] | PEO [Member] | Equity Awards Adjustments [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
|
2,040
|
|
|
| Mr Erb [Member] | 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 |
|
|
2,040
|
|
|
| Mr Erb [Member] | 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 |
|
|
(0)
|
|
|
| Mr Erb [Member] | PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
|
|
| Mr Erb [Member] | 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 |
|
|
(0)
|
|
|
| Mr Erb [Member] | PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
(0)
|
|
|
| Mr Erb [Member] | PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
0
|
|
|
| Mr Erb [Member] | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
$ 2,040
|
|
|
|
|