Definitive proxy statements

Pay vs Performance Disclosure

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

 

Year

 

Summary
Compensation
Table total
for PEO
($) (1)(2)

 

 

Compensation
Actually
Paid to PEO
($) (1)(3)

 

 

Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
($) (1)(2)

 

 

Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers
($) (1)(3)

 

 

Value of
Initial Fixed
$100
Investment
Based On
Total
Shareholder
Return ($)

 

 

Net Income
(Loss)
($ thousands) (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

 

2,814,944

 

 

 

2,126,251

 

 

 

1,188,578

 

 

 

909,691

 

 

 

161.51

 

 

 

(25,540

)

2024

 

 

2,532,674

 

 

 

5,879,998

 

 

 

1,150,234

 

 

 

2,511,546

 

 

 

137.08

 

 

 

(18,914

)

2023

 

 

1,995,337

 

 

 

1,460,479

 

 

 

884,737

 

 

 

654,045

 

 

 

42.73

 

 

 

(22,089

)
   
Named Executive Officers, Footnote
(1)
The NEOs included in these columns reflect the following:

 

Year

PEO

Non-PEO NEOs

2025

Mr. Burnett

Mr. D'Alessandro and Mr. Stigall

2024

Mr. Burnett

Mr. D'Alessandro and Mr. Stigall

2023

Mr. Burnett

Mr. D'Alessandro and Mr. Stigall
   
PEO Total Compensation Amount $ 2,814,944 $ 2,532,674 $ 1,995,337
PEO Actually Paid Compensation Amount $ 2,126,251 5,879,998 1,460,479
Adjustment To PEO Compensation, Footnote

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Summary Compensation Table Total for PEO

 

 

2,814,944

 

 

 

2,532,674

 

 

 

1,995,337

 

Less: Grant Date Fair Value of Equity Awards

 

 

(1,799,996

)

 

 

(1,299,995

)

 

 

(1,192,211

)

Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested

 

 

1,817,265

 

 

 

3,261,652

 

 

 

1,017,832

 

Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

(390,816

)

 

 

1,390,188

 

 

 

(207,879

)

Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

(315,146

)

 

 

(4,521

)

 

 

(152,600

)

Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

—

 

 

 

—

 

 

 

—

 

Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

—

 

 

 

—

 

 

 

—

 

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

—

 

 

 

—

 

 

 

—

 

Compensation Actually Paid for PEO

 

 

2,126,251

 

 

 

5,879,998

 

 

 

1,460,479

 
   
Non-PEO NEO Average Total Compensation Amount $ 1,188,578 1,150,234 884,737
Non-PEO NEO Average Compensation Actually Paid Amount $ 909,691 2,511,546 654,045
Adjustment to Non-PEO NEO Compensation Footnote
(3)
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the tables below. For a discussion of the assumptions made in the valuation at grant, see the discussion under Note 2 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For each fiscal year reflected, the “compensation actually paid” to the PEO and the average “compensation actually paid” to the non-PEO NEOs reflect the following adjustments made
to the total compensation amounts reported in the Summary Compensation Table for each applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K.

 

2025

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Average of Summary Compensation Table Total for NEOs (other than PEO)

 

 

1,188,578

 

 

 

1,150,234

 

 

 

884,737

 

Less: Grant Date Fair Value of Equity Awards

 

 

(649,994

)

 

 

(562,493

)

 

 

(458,781

)

Add: Year-End Fair Value of Awards Granted in the Applicable Year that are Outstanding and Unvested

 

 

656,230

 

 

 

1,414,399

 

 

 

392,284

 

Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

(158,194

)

 

 

511,654

 

 

 

(73,359

)

Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

(126,929

)

 

 

(2,248

)

 

 

(90,836

)

Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

—

 

 

 

—

 

 

 

—

 

Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

—

 

 

 

—

 

 

 

—

 

Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

—

 

 

 

—

 

 

 

—

 

Average Compensation Actually Paid for NEOs (other than PEO)

 

 

909,691

 

 

 

2,511,546

 

 

 

654,045

 
   
Compensation Actually Paid vs. Total Shareholder Return

img141595704_2.jpg

    
Compensation Actually Paid vs. Net Income

img141595704_3.jpg

    
Total Shareholder Return Amount $ 161.51 137.08 42.73
Net Income (Loss) $ (25,540,000) $ (18,914,000) $ (22,089,000)
PEO Name Mr. Burnett Mr. Burnett Mr. Burnett
Additional 402(v) Disclosure
(2)
Amounts reflect the total compensation for our NEOs, as reported in the Summary Compensation Table for each applicable year.
(4)
Amounts reflect the Company's net income as reported in our audited financial statements for the applicable year.

As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, Compensation Actually Paid for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable fiscal years.

    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,799,996) $ (1,299,995) $ (1,192,211)
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 1,817,265 3,261,652 1,017,832
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 (390,816) 1,390,188 (207,879)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 (315,146) (4,521) (152,600)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 (649,994) (562,493) (458,781)
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 656,230 1,414,399 392,284
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 (158,194) 511,654 (73,359)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 (126,929) (2,248) (90,836)
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      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0