Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| 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 our Principal Executive Officer and other named executive officers, and certain financial performance measures for the Company for each of fiscal years 2024, 2023 and 2022. Refer to the “Executive Compensation” section in the above for further information concerning the Company’s variable pay-for-performance philosophy pursuant to its Performance Bonus Plan, the metrics used by the Company to align executive compensation with Company performance, and how the Compensation Committee makes its decisions.
Pay Versus Performance Table
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2024 |
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$1,884,260 |
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$3,352,674 |
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$818,575 |
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$1,589,515 |
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$374.98 |
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$18,610 |
2023 |
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$3,223,774 |
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$1,706,585 |
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$684,612 |
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$812,018
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$161.56 |
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$12,323 |
2022 |
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$1,482,930 |
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$673,899
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$843,401 |
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$457,582
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$91.77
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$12,497 |
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(1)
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Our principal executive officer for each of the years shown was Mr. Foster, Chief Executive Officer. The dollar amounts set forth in this column (b) represent the amounts of total compensation reported for Mr. Foster in the “Total” column of Summary Compensation Table for each applicable year. |
(2)
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The amounts set forth in this column (c) represent the amount of “compensation actually paid” to Mr. Foster, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by Mr. Foster during fiscal years 2024, 2023 and 2022; rather, they reflect Mr. Foster’s total compensation, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
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Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table |
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(508,305) |
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(2,156,223) |
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(722,000) |
Increase for fair value of awards granted during year that remain unvested as of year end |
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560,664 |
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227,053 |
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12,076 |
Increase for fair value of awards granted during year that vest during year |
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— |
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12,728 |
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4,454 |
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end |
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1,186,171 |
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224,426 |
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(55,264) |
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
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229,885 |
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174,828 |
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(48,297) |
Deduction of fair value of awards granted prior to that year that were forfeited during year |
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— |
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— |
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— |
Total Adjustments: |
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1,468,414 |
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(1,517,189) |
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(809,031) |
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(3)
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The non-PEO NEOs for each of the years shown were Andrew Clark, Chief Financial Officer, Charles Bass, Chief Marketing Officer, and Vito Legrottaglie, Chief Information Officer. The amounts set forth in this column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Foster) in the “Total” column of Summary Compensation Table for each applicable year. |
(4)
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The amounts set forth in this column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal years 2024, 2023 and 2022; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
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Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table |
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(168,171) |
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(137,989) |
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(340,000) |
Increase for fair value of awards granted during year that remain unvested as of year end |
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185,494 |
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8,297 |
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7,074 |
Increase for fair value of awards granted during year that vest during year |
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— |
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5,991 |
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2,607 |
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end |
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611,980 |
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178,664 |
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(34,177) |
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
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141,638 |
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72,442 |
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(21,323) |
Deduction of fair value of awards granted prior to that year that were forfeited during that year |
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— |
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— |
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— |
Total Adjustments: |
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770,940 |
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127,406 |
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(385,819) |
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(5)
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TSR is cumulative for the measurement periods beginning on December 31, 2021, and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
(6)
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Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023 and 2022. |
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| Named Executive Officers, Footnote |
(1)
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Our principal executive officer for each of the years shown was Mr. Foster, Chief Executive Officer. The dollar amounts set forth in this column (b) represent the amounts of total compensation reported for Mr. Foster in the “Total” column of Summary Compensation Table for each applicable year. |
(3)
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The non-PEO NEOs for each of the years shown were Andrew Clark, Chief Financial Officer, Charles Bass, Chief Marketing Officer, and Vito Legrottaglie, Chief Information Officer. The amounts set forth in this column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Foster) in the “Total” column of Summary Compensation Table for each applicable year. |
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| PEO Total Compensation Amount |
$ 1,884,260
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$ 3,223,774
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$ 1,482,930
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| PEO Actually Paid Compensation Amount |
$ 3,352,674
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1,706,585
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673,899
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| Adjustment To PEO Compensation, Footnote |
(2)
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The amounts set forth in this column (c) represent the amount of “compensation actually paid” to Mr. Foster, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by Mr. Foster during fiscal years 2024, 2023 and 2022; rather, they reflect Mr. Foster’s total compensation, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
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Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table |
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(508,305) |
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(2,156,223) |
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(722,000) |
Increase for fair value of awards granted during year that remain unvested as of year end |
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560,664 |
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227,053 |
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12,076 |
Increase for fair value of awards granted during year that vest during year |
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— |
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12,728 |
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4,454 |
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end |
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1,186,171 |
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224,426 |
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(55,264) |
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
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229,885 |
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174,828 |
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(48,297) |
Deduction of fair value of awards granted prior to that year that were forfeited during year |
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— |
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— |
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— |
Total Adjustments: |
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1,468,414 |
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(1,517,189) |
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(809,031) |
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| Non-PEO NEO Average Total Compensation Amount |
$ 818,575
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684,612
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843,401
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,589,515
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812,018
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457,582
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| Adjustment to Non-PEO NEO Compensation Footnote |
(4)
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The amounts set forth in this column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal years 2024, 2023 and 2022; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
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Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table |
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(168,171) |
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(137,989) |
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(340,000) |
Increase for fair value of awards granted during year that remain unvested as of year end |
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185,494 |
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8,297 |
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7,074 |
Increase for fair value of awards granted during year that vest during year |
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— |
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5,991 |
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2,607 |
Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end |
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611,980 |
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178,664 |
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(34,177) |
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
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141,638 |
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72,442 |
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(21,323) |
Deduction of fair value of awards granted prior to that year that were forfeited during that year |
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— |
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— |
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— |
Total Adjustments: |
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770,940 |
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127,406 |
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(385,819) |
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| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Company TSR
As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is well aligned with the Company’s TSR over the three years presented in the table. This is because a significant portion of the ‘compensation actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards.
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| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income
As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s net income over the three years presented in the table.
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| Total Shareholder Return Amount |
$ 374.98
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161.56
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91.77
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| Net Income (Loss) |
$ 18,610,000
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$ 12,323,000
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$ 12,497,000
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| PEO Name |
Mr. Foster
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Mr. Foster
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Mr. Foster
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| PEO |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 1,468,414
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$ (1,517,189)
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$ (809,031)
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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 |
(508,305)
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(2,156,223)
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(722,000)
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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 |
560,664
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227,053
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12,076
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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 |
1,186,171
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224,426
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(55,264)
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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 |
0
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12,728
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4,454
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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 |
229,885
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174,828
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(48,297)
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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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0
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0
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| Non-PEO NEO |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
770,940
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127,406
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(385,819)
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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 |
(168,171)
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(137,989)
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(340,000)
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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 |
185,494
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8,297
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7,074
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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 |
611,980
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178,664
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(34,177)
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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 |
0
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5,991
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2,607
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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 |
141,638
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72,442
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(21,323)
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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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$ 0
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$ 0
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