XML 34 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
5 Months Ended 12 Months Ended 15 Months Ended 28 Months Ended
Sep. 11, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Apr. 05, 2022
Dec. 31, 2024
Pay vs Performance Disclosure                
Pay vs Performance Disclosure, Table  

Current PEO (1)

Former PEO (2)

Former PEO (3)

All Other NEOs (4)

Value of Initial Fixed $100 Investment Based on

Value of Initial Fixed $100 Investment Based on

Company TSR

Peer Group TSR

Year

SCT Total (5)($)

CAP (6)($)

SCT Total (5)($)

CAP (6)($)

SCT Total (5)($)

CAP (6)($)

Average SCT Total (5)($)

Average CAP

(7)($)

(8)($)

Net Loss

Adjusted EBITDA

(6)($)

($ millions)

($ millions)

2024

$

3,608,632

$

4,320,860

$

-

$

-

$

-

$

-

$

1,313,989

$

1,395,165

$

148

$

298

$

(2)

$

42

2023

$

2,427,710

$

3,887,375

$

-

$

-

$

-

$

-

$

678,526

$

834,938

$

100

$

171

$

(18)

$

24

2022

$

1,416,346

$

1,278,057

$

1,685,385

$

1,575,347

$

817,354

$

(514,264)

$

523,386

$

390,689

$

48

$

104

$

(13)

$

23

2021

$

-

$

-

$

-

$

-

$

2,032,150

$

2,155,691

$

936,557

$

561,013

$

76

$

118

$

(15)

$

17

(1) Current PEO refers to Travis J. Boone, who was appointed as our President and CEO as of September 12, 2022.

(2) Refers to Austin J. Shanfelter, who served as Interim Chief Executive Officer and Interim Chief Financial Officer from April 6, 2022 to September 12, 2022.

(3) Refers to Mark R. Stauffer, who served as President and CEO during 2021 and through April 6, 2022.

(4) All Other NEOs refers to all named executive officers, other than the PEO or former PEOs, who were designated as such under the SEC’s executive compensation disclosure rules based on their position and the compensation paid to them during the relevant year shown in the chart. All Other NEOs for each year consists of the following officers: for 2024 Messrs. Thanisch and Earle, for 2023, Messrs. Buchler, Earle and Thanisch, for 2022, Mr. Thanisch and Mr. Buchler and for 2021, Mr. Tabb and Mr. Buchler.

(5) The totals in these columns reflect amounts (or averages) reported in our Summary Compensation Table for the applicable year.

(6) The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” as computed in accordance with Item 402(v) of Regulation S-K. To calculate CAP, the corresponding SCT total was adjusted as detailed below as required by SEC rules. For a reconciliation of SCT to CAP, please see the next two tables.

(7)Reflects the cumulative shareholder return over the relevant measurement period, computed in accordance with SEC rules, assuming an investment of $100 in our common stock at a price per share equal to the closing price of our common stock on the last trading day before the commencement of the earliest fiscal year in the table and the measurement end point of the closing price of our common stock on the last trading day of the fiscal year in the table. With respect to the measurement period reflected in the table, the closing price of our common stock on December 31, 2020 was $4.96, on December 31, 2021 was $3.77, on December 31, 2022 was $2.38, on December 31, 2023 was $4.94, and on December 31, 2024 was $7.33.

(8)The peer group data reflects our compensation peer group as approved by the Compensation Committee for 2025, a focused peer group consisting of ten companies exclusively in the engineering and construction industry that we consider to be direct competitors for talent.

           
Company Selected Measure Name   Adjusted EBITDA            
Named Executive Officers, Footnote

(2) Refers to Austin J. Shanfelter, who served as Interim Chief Executive Officer and Interim Chief Financial Officer from April 6, 2022 to September 12, 2022.

(4) All Other NEOs refers to all named executive officers, other than the PEO or former PEOs, who were designated as such under the SEC’s executive compensation disclosure rules based on their position and the compensation paid to them during the relevant year shown in the chart. All Other NEOs for each year consists of the following officers: for 2024 Messrs. Thanisch and Earle, for 2023, Messrs. Buchler, Earle and Thanisch, for 2022, Mr. Thanisch and Mr. Buchler and for 2021, Mr. Tabb and Mr. Buchler.

       

(3) Refers to Mark R. Stauffer, who served as President and CEO during 2021 and through April 6, 2022.

(1) Current PEO refers to Travis J. Boone, who was appointed as our President and CEO as of September 12, 2022.

Peer Group Issuers, Footnote  

(8)The peer group data reflects our compensation peer group as approved by the Compensation Committee for 2025, a focused peer group consisting of ten companies exclusively in the engineering and construction industry that we consider to be direct competitors for talent.

           
Adjustment To PEO Compensation, Footnote  

To calculate the amounts in the “Compensation Actually Paid to PEO” columns in the table above, the following amounts were deducted from and added to (as applicable) our PEO’s “Total” compensation as reported in the Summary Compensation Table:

SCT to CAP Reconciliation — PEOs (A)

Adjust Value of

Adjust for Incremental Increase/(Decrease)

Current Year’s Equity Grant

in Value of All Other Outstanding Equity Grants

Year

SCT Total ($)

Subtract Grant Date Fair Market Value as reported in SCT ($)(1)

Add Fair Market Value Unvested at 12/31 ($)

Add Fair Market Value for Vested during Year ($)

Unvested Awards as of 12/31 ($)

Vested during Year ($)

Forfeited during Year ($)

Ending CAP ($)

2024

$

3,608,632

$

(2,031,236)

$

1,471,534

$

-

$

932,896

$

339,034

$

-

$

4,320,860

2023

$

2,427,710

$

(650,000)

$

1,193,682

$

-

$

761,334

$

154,649

$

-

$

3,887,375

2022 (A)

$

1,416,346

$

(1,200,000)

$

1,061,711

$

-

$

-

$

-

$

-

$

1,278,057

2022(B)

$

1,685,385

$

(1,200,000)

$

597,132

$

492,830

$

-

$

-

$

-

$

1,575,347

2022 (C)

$

817,354

$

-

$

-

$

-

$

-

$

(195,713)

$

(1,135,905)

$

(514,264)

2021

$

2,032,150

$

(1,322,200)

$

1,122,966

$

423,613

$

(235,726)

$

134,888

$

-

$

2,155,691

(1)

Represents the grant date fair value of the equity awards to our PEOs, as reported in the Summary Compensation Table.

           
Non-PEO NEO Average Total Compensation Amount   $ 1,313,989 $ 678,526 $ 523,386 $ 936,557      
Non-PEO NEO Average Compensation Actually Paid Amount   $ 1,395,165 834,938 390,689 561,013      
Adjustment to Non-PEO NEO Compensation Footnote  

To calculate the amounts in the “Compensation Actually Paid to Non-PEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-PEO NEOs as reported in the Summary Compensation Table:

SCT to CAP Reconciliation — Average of All Other NEOs (A)

Adjust Value of

Adjust for Incremental Increase/(Decrease)

Current Year’s Equity Grant

in Value of All Other Outstanding Equity Grants

Year

SCT Total ($)

Subtract Grant Date Fair Market Value as reported in SCT ($)(1)

Add Fair Market Value Unvested at 12/31 ($)

Add Fair Market Value for Vested during Year ($)

Unvested Awards as of 12/31 ($)

Vested during Year ($)

Forfeited during Year ($)

Ending CAP ($)

2024

$

1,313,989

$

(601,145)

$

418,067

$

-

$

205,511

$

58,743

$

-

$

1,395,165

2023

$

678,526

$

(180,000)

$

245,148

$

-

$

83,574

$

45,770

$

(38,080)

$

834,938

2022

$

523,386

$

(255,000)

$

155,782

$

75,000

$

(75,370)

$

(33,110)

$

-

$

390,689

2021

$

936,557

$

(540,900)

$

199,727

$

141,206

$

(41,946)

$

41,202

$

(174,833)

$

561,013

(1)

Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the Summary Compensation Table.

           
Compensation Actually Paid vs. Total Shareholder Return  

Graphic

           
Compensation Actually Paid vs. Net Income  

Graphic

           
Compensation Actually Paid vs. Company Selected Measure  

Graphic

           
Total Shareholder Return Vs Peer Group  

Graphic

           
Total Shareholder Return Amount   $ 148 100 48 76      
Peer Group Total Shareholder Return Amount   298 171 104 118      
Net Income (Loss)   $ (2,000,000) $ (18,000,000) $ (13,000,000) $ (15,000,000)      
Company Selected Measure Amount   42,000,000 24,000,000 23,000,000 17,000,000      
PEO Name   Travis J. Boone            
Additional 402(v) Disclosure  

(6) The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” as computed in accordance with Item 402(v) of Regulation S-K. To calculate CAP, the corresponding SCT total was adjusted as detailed below as required by SEC rules. For a reconciliation of SCT to CAP, please see the next two tables.

           
Closing price of common stock   $ 7.33 $ 4.94 $ 2.38 $ 3.77 $ 4.96    
Travis J. Boone                
Pay vs Performance Disclosure                
PEO Total Compensation Amount   $ 3,608,632 $ 2,427,710 $ 1,416,346        
PEO Actually Paid Compensation Amount   4,320,860 3,887,375 1,278,057        
Austin J. Shanfelter                
Pay vs Performance Disclosure                
PEO Total Compensation Amount       1,685,385        
PEO Actually Paid Compensation Amount       1,575,347        
Mark R. Stauffer                
Pay vs Performance Disclosure                
PEO Total Compensation Amount       817,354 $ 2,032,150      
PEO Actually Paid Compensation Amount       (514,264) 2,155,691      
PEO | Travis J. Boone | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount   (2,031,236) (650,000) (1,200,000)        
PEO | Travis J. Boone | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount   1,471,534 1,193,682 1,061,711        
PEO | Travis J. Boone | 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   932,896 761,334          
PEO | Travis J. Boone | 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   339,034 154,649          
PEO | Austin J. Shanfelter | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount       (1,200,000)        
PEO | Austin J. Shanfelter | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount       597,132        
PEO | Austin J. Shanfelter | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount       492,830        
PEO | Mark R. Stauffer | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         (1,322,200)      
PEO | Mark R. Stauffer | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         1,122,966      
PEO | Mark R. Stauffer | 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         (235,726)      
PEO | Mark R. Stauffer | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount         423,613      
PEO | Mark R. Stauffer | 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       (195,713) 134,888      
PEO | Mark R. Stauffer | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount       (1,135,905)        
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   (601,145) (180,000) (255,000) (540,900)      
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   418,067 245,148 155,782 199,727      
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   205,511 83,574 (75,370) (41,946)      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount       75,000 141,206      
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   $ 58,743 45,770 $ (33,110) 41,202      
Non-PEO NEO | Equity Awards Adjustments Change In Fair Value Of Awards Granted In Prior Years Forfeited During Current Year [Member]                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     $ (38,080)   $ (174,833)