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 Performance

 

Pay Versus Performance Table

 

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our named executive officers (“NEOs”), within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid to our CEO, our principal executive officer (“PEO”), and average compensation actually paid to our other non-PEO NEOs during each of the past three fiscal years, as well as total stockholder return and net income (loss) for each of the past three fiscal years.

 

Year

  

Summary
Compensation
Table Total
for

PEO(1)(2)

($)

    

Compensation

Actually Paid

to

PEO(3)(4)

($)

    

Average

Summary

Compensation

Table Total

for

Non-PEO

Named

Executive

Officers(5)

($)

    

Average

Compensation

Actually Paid

to

Non-PEO

Named

Executive

Officers(6)(7)

($)

    

Value of

Initial Fixed

$100

Investment

Based On

Total

Shareholder

Return(8)

($)

    

Net Loss(9)

($)

  

2025

     346,824       309,431       348,200       314,258       5.08       7,157,946  

2024

     309,491       277,097       273,589       242,535       16.10       4,300,692  

2023

     291,527       261,326       221,553       195,430       28.25       8,521,837  

 

(1)

NEOs included in these columns reflect the following:

 

 

●

PEO: Michael W. DePasquale

 

 

●

Non-PEO NEOs: Cecilia C. Welch and James D. Sullivan

 

(2)

Amounts reported represent the Summary Compensation Table total for our CEO for each of the years presented.

 

(3)

Amounts reported represent compensation actually paid to our CEO for each of the years presented. The dollar amounts in this column do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year.

 

(4)

Compensation actually paid to our PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for our CEO for each of the years presented:

 

15
 

 

      
PEO Total Compensation Amount $ 346,824 $ 309,491 $ 291,527  
PEO Actually Paid Compensation Amount $ 309,431 277,097 261,326  
Adjustment To PEO Compensation, Footnote
   

Michael W.

DePasquale

  

Summary Compensation Table Total for 2025

   $ 346,824  

Deduct: Stock awards(a)

     33,750  

Add: Year-end value of equity awards granted during the year that are outstanding and unvested(b)

     24,300  

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (19,480 )

Add: Change in fair value of equity awards granted in prior years that vested during the year(d)

     (8,463 )

Compensation Actually Paid for 2025

     309,431  
         

Summary Compensation Table Total for 2024

   $ 309,491  

Deduct: Stock awards(a)

     24,000  

Add: Year-end value of equity awards granted during the year that are outstanding and unvested(b)

     27,360  

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (6,462 )

Add: Change in fair value of equity awards granted in prior years that vested during the year(d)

     (29,292 )

Compensation Actually Paid for 2024

     277,097  
         

Summary Compensation Table Total for 2023

   $ 291,527  

Deduct: Stock awards(a)

     19,250  

Add: Year-end value of equity awards granted during the year that are outstanding and unvested(b)

     5,835  

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (8,356 )

Add: Change in fair value of equity awards granted in prior years that vested during the year(d)

     (8,430 )

Compensation Actually Paid for 2023

     261,326  

 

(a)

Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

 

(b)

Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year.

 

(c)

Represents 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 equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year.

 

(d)

Represents the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in prior years that vested during the applicable year.

 

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (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 such applicable year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; and (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). Adjustments as provided in clause (iii) are inapplicable for all of the years presented in the table.

 

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of restricted stock awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by Nasdaq.

 

(5)

Average Summary Compensation Table total for non-PEO NEOs reflects the average Summary Compensation Table total for Cecilia C. Welch and James D. Sullivan for 2025, 2024 and 2023.

 

(6)

Amounts represent the average compensation actually paid to the non-PEO NEOs for each of the years presented. The dollar amounts in this column do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable year.

 

(7)

Average compensation actually paid to non-PEO NEOs reflects the average compensation actually paid to Cecilia C. Welch and James D. Sullivan for 2025, 2024 and 2023 and consists of the following average amounts deducted from and added to the average Summary Compensation Table total for the non-PEO NEOs for each of the years presented:

 

16
 

 

      
Non-PEO NEO Average Total Compensation Amount $ 348,200 273,589 221,553  
Non-PEO NEO Average Compensation Actually Paid Amount $ 314,258 242,535 195,430  
Adjustment to Non-PEO NEO Compensation Footnote
   

Average Non-

PEO

NEOs

  

Average Summary Compensation Table Total for 2025

   $ 348,200  

Deduct: Average stock awards(a)

     28,125  

Add: Average year-end value of equity awards granted during the year that are outstanding and unvested(b)

     20,250  

Add: Average change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (18,205 )

Add: Average change in fair value of equity awards granted in prior years that vested during the year(d)

     (7,862 )

Average Compensation Actually Paid for 2025

     314,258  
         

Average Summary Compensation Table Total for 2024

   $ 273,589  

Deduct: Average stock awards(a)

     22,500  

Add: Average year-end value of equity awards granted during the year that are outstanding and unvested(b)

     25,650  

Add: Average change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (9,099 )

Add: Average change in fair value of equity awards granted in prior years that vested during the year(d)

     (25,105 )

Average Compensation Actually Paid for 2024

     242,535  
         

Average Summary Compensation Table Total for 2023

   $ 221,553  

Deduct: Average stock awards(a)

     16,500  

Add: Average year-end value of equity awards granted during the year that are outstanding and unvested(b)

     5,001  

Add: Average change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

     (7,275 )

Add: Average change in fair value of equity awards granted in prior years that vested during the year(d)

     (7,349 )

Average Compensation Actually Paid for 2023

     195,430  

 

(a)

Represents the average of the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

 

(b)

Represents the average of the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year.

 

(c)

Represents the average of 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 equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year.

 

(d)

Represents the average of the amount of change in fair value as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in prior years that vested during the applicable year.

 

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (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 such applicable year; (ii) the amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; and (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year). Adjustments as provided in clause (iii) are inapplicable for all of the years presented in the table.

 

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of restricted stock awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by Nasdaq.

 

(8)

The total shareholder return is calculated by the difference between our common stock price at the end of the three-year measurement period by our stock price at the beginning of the measurement period. Because we do not pay any dividends, our total stockholder return does not assume the reinvestment of dividends.

 

(9)

Amounts reported represent the amount of net loss reflected in our audited consolidated financial statements for the applicable year.

 

17
 

 

      
Compensation Actually Paid vs. Total Shareholder Return

Pay Versus Performance Relationship

 

In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following narrative of the relationships between information presented in the Pay Versus Performance table above.

 

Compensation Actually Paid and Company TSR. The amount of compensation actually paid to our PEO and Non-PEO NEOs was not aligned with TSR over the three years presented in the table. This misalignment was due in part to increases in salary and other compensation during the years presented, which increases are not tied to the performance of our common stock.

 

Compensation Actually Paid and Net Loss. The amount of compensation actually paid to our PEO and our Non-PEO NEOs is not aligned with our net loss over the three years presented in the table. This is because increases in salary and other compensation in 2025 was not tied to profitability.

      
Compensation Actually Paid vs. Net Income

Pay Versus Performance Relationship

 

In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following narrative of the relationships between information presented in the Pay Versus Performance table above.

 

Compensation Actually Paid and Company TSR. The amount of compensation actually paid to our PEO and Non-PEO NEOs was not aligned with TSR over the three years presented in the table. This misalignment was due in part to increases in salary and other compensation during the years presented, which increases are not tied to the performance of our common stock.

 

Compensation Actually Paid and Net Loss. The amount of compensation actually paid to our PEO and our Non-PEO NEOs is not aligned with our net loss over the three years presented in the table. This is because increases in salary and other compensation in 2025 was not tied to profitability.

      
Total Shareholder Return Amount $ 5.08 16.1 28.25  
Net Income (Loss) 7,157,946 4,300,692 8,521,837  
PEO Name       Michael W. DePasquale
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 33,750 24,000 19,250  
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 24,300 27,360 5,835  
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 (19,480) (6,462) (8,356)  
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 (8,463) (29,292) (8,430)  
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 28,125 22,500 16,500  
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 20,250 25,650 5,001  
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 (18,205) (9,099) (7,275)  
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 $ (7,862) $ (25,105) $ (7,349)