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

Pay Versus Performance

The following table sets forth the compensation information of our principal executive officer (the “PEO”), and the average compensation information of our other named executive officers (“Non-PEO NEOs”), both as reported in the Summary Compensation Table in this proxy statement and with certain adjustments to reflect the “compensation actually paid” (“CAP”, as calculated in accordance with the Securities and Exchange Commission (the “SEC”)) to such individuals, and certain measures of the company’s financial performance, for each of fiscal years 2025, 2024, and 2023.

 

Year

Summary Compensation Table Total for PEO ($) (1)

Compensation Actually Paid to PEO ($) (2) (3)

Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)

Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (3)

Value of Initial Fixed $100 Investment Based on the Total Shareholder Return of the Company ($)

Net (Loss) Income ($ in thousands)

2025

1,709,838

1,457,157

869,737

735,624

13.29

(26,975)

2024

1,305,311

1,249,339

609,298

574,451

7.37

(7,655)

2023

1,694,708

1,250,693

943,622

666,113

18.41

(15,944)

 

(1) The PEO for each of the years presented is Bruce Rodgers. The Non-PEO NEOs for whom the average compensation is presented in this table for each of the years presented are Richard Russell and Ryan Duran.

(2) The amounts shown as CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the company’s NEO. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3, below.

(3) CAP reflects the exclusions and inclusions of certain amounts for the PEO and Non-PEO NEOs as set forth below. Equity values are calculated in accordance with

FASB ASC Topic 718.

 

PEO

Year

2023

2024

2025

SCT Total Compensation ($)

1,694,708

1,305,311

1,709,838

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

                 (844,848)

                          -

(190,931)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

133,611

                          -

-

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

                          -

                          -

-

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

267,222

                          -

-

Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($)

   -

(55,972)

(61,750)

Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)

                          -

                          -

-

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)

-

-

-

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)

                          -

                          -

-

Compensation Actually Paid ($)

1,250,693

1,249,339

1,457,157

 

Non-PEO

Year

2023

2024

2025

SCT Total Compensation ($)

1,887,244

1,218,596

1,739,474

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

               (1,056,060)

-

(191,039)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

167,014

-

-

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

                          -

-

-

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

334,028

-

-

Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($)

-

(69,695)

(77,188)

Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)

                          -

-

-

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($

-

-

-

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)

                          -

-

-

Compensation Actually Paid ($)

1,332,226

1,148,901

1,471,248

   
Named Executive Officers, Footnote

(1) The PEO for each of the years presented is Bruce Rodgers. The Non-PEO NEOs for whom the average compensation is presented in this table for each of the years presented are Richard Russell and Ryan Duran.

   
PEO Total Compensation Amount $ 1,709,838 $ 1,305,311 $ 1,694,708
PEO Actually Paid Compensation Amount $ 1,457,157 1,249,339 1,250,693
Adjustment To PEO Compensation, Footnote

PEO

Year

2023

2024

2025

SCT Total Compensation ($)

1,694,708

1,305,311

1,709,838

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

                 (844,848)

                          -

(190,931)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

133,611

                          -

-

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

                          -

                          -

-

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

267,222

                          -

-

Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($)

   -

(55,972)

(61,750)

Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)

                          -

                          -

-

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)

-

-

-

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)

                          -

                          -

-

Compensation Actually Paid ($)

1,250,693

1,249,339

1,457,157

   
Non-PEO NEO Average Total Compensation Amount $ 869,737 609,298 943,622
Non-PEO NEO Average Compensation Actually Paid Amount $ 735,624 574,451 666,113
Adjustment to Non-PEO NEO Compensation Footnote

Non-PEO

Year

2023

2024

2025

SCT Total Compensation ($)

1,887,244

1,218,596

1,739,474

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)

               (1,056,060)

-

(191,039)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($)

167,014

-

-

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)

                          -

-

-

Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($)

334,028

-

-

Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($)

-

(69,695)

(77,188)

Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($)

                          -

-

-

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($

-

-

-

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)

                          -

-

-

Compensation Actually Paid ($)

1,332,226

1,148,901

1,471,248

   
Compensation Actually Paid vs. Total Shareholder Return

The following chart sets forth the relationship between CAP to our PEO, the average CAP to our Non-PEO NEOs, and net loss attributable to the company over the three most recently completed fiscal years:

 

img172470223_2.jpg

   
Compensation Actually Paid vs. Net Income

The following chart sets forth the relationship between CAP to our PEO, the average CAP to our Non-PEO NEOs, and the company’s cumulative TSR over the three most recently completed fiscal years:

 

img172470223_3.jpg

   
Total Shareholder Return Amount $ 13.29 7.37 18.41
Net Income (Loss) $ (26,975,000) $ (7,655,000) $ (15,944,000)
PEO Name Bruce Rodgers Bruce Rodgers Bruce Rodgers
Non-PEO NEO Total Compensation Amount $ 1,739,474 $ 1,218,596 $ 1,887,244
Non-PEO NEO Compensation Actually Paid Amount 1,471,248 1,148,901 1,332,226
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (190,931)   (844,848)
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     133,611
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     267,222
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 (61,750) (55,972)  
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     (1,056,060)
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     167,014
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     $ 334,028
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 $ (77,188) $ (69,695)