Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
36 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2025 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company.
Required Tabular Disclosure
The following table discloses information on “compensation actually paid” to our principal executive officer (PEO) and, on average, to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return and net income (loss), in each case as computed in accordance with Item 402(v) of Regulation S-K.
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Year
|
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Summary
Compensation
Table for
PEO(1)
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Compensation
Actually Paid
to PEO(2)
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Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
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Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
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Value of
Initial Fixed
$100
Investment
Based on
Company
Total
Shareholder
Return(5)
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|
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Net Income
(Loss) ($ in
thousands)(6)
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2025
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137,600 |
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137,600 |
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489,600 |
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489,600 |
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1.69 |
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(39,127 |
) |
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2024
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1,163,621 |
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1,163,621 |
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465,526 |
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465,105 |
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56.81 |
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(8,849 |
) |
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2023
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640,073 |
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640,079 |
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286,848 |
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277,379 |
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63.85 |
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(12,684 |
) |
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(1)
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The dollar amounts reported in this column are the amounts of total compensation reported for Phillip W. Oldridge as Chief Executive Officer for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table” in the applicable proxy statement.
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(2)
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The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Oldridge, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to Mr. Oldridge during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Oldridge’s Summary Compensation Table total for fiscal year 2025 to determine the compensation actually paid to Mr. Oldridge in fiscal 2025:
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| PEO Total Compensation Amount |
$ 137,600
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$ 1,163,621
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$ 640,073
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| PEO Actually Paid Compensation Amount |
$ 137,600
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1,163,621
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640,079
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| Adjustment To PEO Compensation, Footnote |
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Year
|
|
Reported
Summary
Compensation
Table Total
for PEO(a)
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Reported
Summary
Compensation
Table Value
of PEO
Equity
Awards(b)
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Adjusted
Value of
Equity
Awards(c)
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Compensation
Actually Paid
to PEO
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|
2025
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137,600 |
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(137,600 |
) |
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137,600 |
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137,600 |
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(a)
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This column represents the amount of total compensation reported for Mr. Oldridge for fiscal year 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.
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(b)
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This column represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for Mr. Oldridge in fiscal year 2025. The amount in this column for fiscal year 2025 is replaced with the corresponding amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid to Mr. Oldridge in fiscal year 2025.
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(c)
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This column represents the adjustments made to the amounts in the “Option Awards” column in the Summary Compensation Table for Mr. Oldridge in fiscal year 2025. The equity award adjustments for fiscal year 2025 include the addition (or subtraction, as applicable) of the following:
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(i)
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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;
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(ii)
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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;
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(iii)
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for awards that are granted and vest in same applicable year, the fair value as of the vesting date;
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(iv)
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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;
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(v)
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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
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(vi)
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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.
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The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
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(3)
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The dollar amounts reported in this column represent the average of the amounts reported for our named executive officers as a group (excluding Mr. Oldridge) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers included for purposes of calculating the average amounts in each applicable year are as follows:
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•
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2025: Jason Maddox and Elgin Tracy
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•
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2024: Susan M. Emry and Franklin Lim
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•
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2023: Susan M. Emry and Douglas M. Campoli
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(4)
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The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Oldridge), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Oldridge) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Oldridge) for fiscal year 2025 to determine the compensation actually paid to the named executive officers as a group (excluding Mr. Oldridge) in fiscal year 2025, using the same methodology described above in Note (2)(c):
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| Non-PEO NEO Average Total Compensation Amount |
$ 489,600
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465,526
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286,848
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 489,600
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465,105
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277,379
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| Adjustment to Non-PEO NEO Compensation Footnote |
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Year
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Average Reported Summary
Compensation Table Total for
Non-PEO NEOs(a)
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Average
Reported
Summary
Compensation
Table Value
of Non-PEO
NEOs Equity
Awards(b)
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Average
Non-PEO
NEO
Adjusted
Value of
Equity
Awards(c)
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Average
Compensation
Actually Paid
to Non-PEO
NEOs
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2025
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489,600 |
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(137,600 |
) |
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137,600 |
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489,600 |
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(a)
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This column represents the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding Mr. Oldridge) for fiscal year 2025 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.
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(b)
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This column represents the average of the total of the amounts reported for the Company’s Named Executive Officers as a group (excluding Mr. Oldridge) in the “Option Awards” column in the Summary Compensation Table in fiscal year 2025. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for fiscal year 2025 is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid to the Company’s Named Executive Officers as a group (excluding Mr. Oldridge) in fiscal year 2025.
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(c)
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This column represents the adjustments made to the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding Mr. Oldridge) in the “Option Awards” column in the Summary Compensation Table in fiscal year 2025 using the same methodology described above in Note 2(c). For fiscal year 2025, the adjusted amount replaces the “Option Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Oldridge) to arrive at “compensation actually paid” to each NEO (excluding Mr. Oldridge) for fiscal year 2025, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Oldridge) for fiscal year 2025. The equity award adjustments for fiscal year 2025 include the addition (or subtraction, as applicable) of the following:
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| |
(i)
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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;
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(ii)
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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;
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(iii)
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for awards that are granted and vest in same applicable year, the fair value as of the vesting date;
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(iv)
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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;
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(v)
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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
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(vi)
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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.
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The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
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(5)
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Company total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.
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(6)
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The dollar amounts reported represent the net loss reflected on our consolidated audited financial statements for the applicable year.
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| Total Shareholder Return Amount |
$ 1.69
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56.81
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63.85
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| Net Income (Loss) |
(39,127,000)
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$ (8,849,000)
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$ (12,684,000)
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| PEO Name |
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Phillip W. Oldridge
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| PEO | Equity Awards Adjustments |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
137,600
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| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(137,600)
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
137,600
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| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Equity Awards Adjustments |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
137,600
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(137,600)
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
137,600
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
|
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