XML 14 R4.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2024
Aug. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
 
We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company as required by SEC rules.  Please see “Executive Compensation” for discussion of our compensation philosophy.
 
Year
  
Summary
Compensation
Table Total
for
PEO 11
    
Summary
Compensation
Table Total
for
PEO 21
    
Compensation
Actually Paid
to
PEO 12
    
Compensation
Actually Paid
to PEO 23
    
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs4
    
Average
Compensation
Actually Paid
to Non-PEO
NEOs5
    
Value of
Initial Fixed
$100
Investment
Based On:
Total
Shareholder
Return
    
Net Loss (in
thousands)
  
2024
  
$
757,550
    
$
930,041
    
$
793,295
    
$
979,500
    
$
572,800
    
$
572,403
    
$
50.31
    
$
24,347
  
2023
  
$
-
    
$
438,200
    
$
-
    
$
378,636
    
$
435,500
    
$
412,743
    
$
33.43
    
$
(25,904
)
2022
  
$
-
    
$
-
    
$
-
    
$
-
    
$
742,968
    
$
627,442
    
$
47.72
    
$
(10,681
)

1  The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Nicholas Petcoff and Brian Roney for the years in which they served as PEO. For the years reported in the table, Nick was our PEO from January 2023 through August 2024, and Brian has been our PEO since September 2024.

2  Amounts reported reflect CAP for Mr. Brian Roney, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.

Year
  
Reported Summary
Compensation Table
Total for PEO 1
    
Reported Value of
Equity Awards(a)
    
Equity Award
Adjustment
    
Compensation Actually
Paid to PEO 1
  
2024
  
$
757,550
    
$
-
    
$
35,745
    
$
793,295
  

3 Amounts reported reflect CAP for Mr. Nicholas Petcoff, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.

Year
  
Reported Summary
Compensation Table Total for PEO 2
    
Reported Value of
Equity Awards(a)
    
Equity Award
Adjustment
    
Compensation Actually
Paid to PEO 2
  
2024
  
$
930,041
    
$
-
    
$
49,459
    
$
979,500
  
2023
  
$
438,200
    
$
-
    
$
(59,564
)
  
$
378,636
  


The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) 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; and (ii) 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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
  
Year over Year Change in Fair
Value of Outstanding and Unvested
Equity Awards
    
Change in Fair Value of Equity
Awards Granted in Prior Years that
Vested in the Year
    
Total Equity Award
Adjustments
  
2024
  
$
86,253
    
$
(2,021
)
  
$
84,232
  
2023
  
$
(67,752
)
  
$
8,188
    
$
(59,564
)

4  Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group for each corresponding year. The names of each of the other NEOs included for the purposes of calculating the average amounts in each applicable year are Mr. Meloche for 2024, Mr. Roney and Mr. Meloche for 2023, and Mr. Petcoff and Mr. Roney for 2022.

5  Amounts reported reflect CAP for the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.  The equity award adjustments for each applicable year 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 the year; (ii) 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; and (iii) 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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year
  
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
    
Average Reported
Value of Equity
Awards
    
Average Equity
Award
Adjustments(a)
    
Average Compensation
Actually Paid to Non-
PEO NEOs
  
2024
  
$
572,800
    
$
-
    
$
(397
)
  
$
572,403
  
2023
  
$
435,500
    
$
-
    
$
(22,757
)
  
$
412,743
  
2022
  
$
742,968
    
$
305,768
    
$
190,242
    
$
627,442
  

a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year
  
Year over Year Average
Change in Fair Value of
Outstanding and Unvested
Equity Awards
    
Average Change in Fair Value of Equity
Awards Granted in Prior Years that
Vested in the Year
    
Average Equity Award
Adjustments(a)
  
2024
  
$
192
    
$
(589
)
  
$
(397
)
2023
  
$
(25,962
)
  
$
3,205
    
$
(22,757
)
2022
  
$
(7,690
)
  
$
197,242
 
$
190,242
  
   
Named Executive Officers, Footnote    
1  The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Nicholas Petcoff and Brian Roney for the years in which they served as PEO. For the years reported in the table, Nick was our PEO from January 2023 through August 2024, and Brian has been our PEO since September 2024.
4  Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group for each corresponding year. The names of each of the other NEOs included for the purposes of calculating the average amounts in each applicable year are Mr. Meloche for 2024, Mr. Roney and Mr. Meloche for 2023, and Mr. Petcoff and Mr. Roney for 2022.
    
Adjustment To PEO Compensation, Footnote    
2  Amounts reported reflect CAP for Mr. Brian Roney, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.

Year
  
Reported Summary
Compensation Table
Total for PEO 1
    
Reported Value of
Equity Awards(a)
    
Equity Award
Adjustment
    
Compensation Actually
Paid to PEO 1
  
2024
  
$
757,550
    
$
-
    
$
35,745
    
$
793,295
  

3 Amounts reported reflect CAP for Mr. Nicholas Petcoff, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.

Year
  
Reported Summary
Compensation Table Total for PEO 2
    
Reported Value of
Equity Awards(a)
    
Equity Award
Adjustment
    
Compensation Actually
Paid to PEO 2
  
2024
  
$
930,041
    
$
-
    
$
49,459
    
$
979,500
  
2023
  
$
438,200
    
$
-
    
$
(59,564
)
  
$
378,636
  


The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) 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; and (ii) 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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
Year
  
Year over Year Change in Fair
Value of Outstanding and Unvested
Equity Awards
    
Change in Fair Value of Equity
Awards Granted in Prior Years that
Vested in the Year
    
Total Equity Award
Adjustments
  
2024
  
$
86,253
    
$
(2,021
)
  
$
84,232
  
2023
  
$
(67,752
)
  
$
8,188
    
$
(59,564
)
   
Non-PEO NEO Average Total Compensation Amount     $ 572,800 $ 435,500 $ 742,968
Non-PEO NEO Average Compensation Actually Paid Amount     $ 572,403 412,743 627,442
Adjustment to Non-PEO NEO Compensation Footnote    
5  Amounts reported reflect CAP for the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K for each corresponding year.  The equity award adjustments for each applicable year 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 the year; (ii) 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; and (iii) 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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year
  
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
    
Average Reported
Value of Equity
Awards
    
Average Equity
Award
Adjustments(a)
    
Average Compensation
Actually Paid to Non-
PEO NEOs
  
2024
  
$
572,800
    
$
-
    
$
(397
)
  
$
572,403
  
2023
  
$
435,500
    
$
-
    
$
(22,757
)
  
$
412,743
  
2022
  
$
742,968
    
$
305,768
    
$
190,242
    
$
627,442
  

a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year
  
Year over Year Average
Change in Fair Value of
Outstanding and Unvested
Equity Awards
    
Average Change in Fair Value of Equity
Awards Granted in Prior Years that
Vested in the Year
    
Average Equity Award
Adjustments(a)
  
2024
  
$
192
    
$
(589
)
  
$
(397
)
2023
  
$
(25,962
)
  
$
3,205
    
$
(22,757
)
2022
  
$
(7,690
)
  
$
197,242
 
$
190,242
  
   
Compensation Actually Paid vs. Total Shareholder Return    

graphic
    
Compensation Actually Paid vs. Net Income    


graphic
* The PEO in the graphs above refer to Mr. Nicholas Petcoff.
    
Total Shareholder Return Amount     $ 50.31 33.43 47.72
Net Loss     24,347,000 $ (25,904,000) (10,681,000)
PEO Name Brian Roney Nicholas Petcoff   Nicholas Petcoff  
Brian Roney [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     757,550 $ 0 0
PEO Actually Paid Compensation Amount     793,295 0 0
Nicholas Petcoff [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     930,041 438,200 0
PEO Actually Paid Compensation Amount     979,500 378,636 0
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     84,232    
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     86,253    
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     (2,021)    
PEO | Brian Roney [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     0    
PEO | Brian Roney [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     35,745    
PEO | Nicholas Petcoff [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     0 0  
PEO | Nicholas Petcoff [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     49,459 (59,564)  
PEO | Nicholas Petcoff [Member] | 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       (67,752)  
PEO | Nicholas Petcoff [Member] | 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       8,188  
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     0 0 (305,768)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount     (397) (22,757) 190,242
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     192 (25,962) (7,690)
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     $ (589) $ 3,205 $ 197,242