XML 16 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
SummaryAverage SummaryAverage CompensationValue of Initial
CompensationCompensationCompensationActually Paid ToFixed $100
Table Total forActually PaidTable Total forNon-PEOInvestment Based On:
Year
PEO (1)
to PEO (1)(2)
Non-PEO NEOs (3)
NEOs (3)(2)
Total Shareholder Return (4)
Net Income (5)
2024$1,659,741 $3,520,399 $765,646 (6)$2,039,256 (6)$115.27 $(38,266)
2023$3,606,768 $3,174,062 $2,171,817 (6)$1,915,459 (6)$6.06 $(75,722)
2022$3,197,739 $2,909,711 $932,621 $861,259 $4.82 $70,079 
    
Named Executive Officers, Footnote The names of the Principal Executive Officers of the Company (each, a “PEO”) reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2024 and 2023, Mr. Tucker and (ii) for fiscal year 2022, Mr. Tucker and Amerino Gatti.The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for fiscal year 2024 and 2023, Mr. Haight and Mr. Bouchard and (ii) for fiscal year 2022, Mr. Haight, Mr. Bouchard and Robert Young.    
PEO Total Compensation Amount $ 1,659,741 $ 3,606,768 $ 3,197,739
PEO Actually Paid Compensation Amount $ 3,520,399 3,174,062 2,909,711
Adjustment To PEO Compensation, Footnote For fiscal year 2024, the “compensation actually paid” to the PEO and the “average compensation actually paid” to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2024, computed in accordance with Item 402(v) of Regulation S-K.
PEOAverage Non-PEO NEOs
Total Compensation Reported in 2024 Summary Compensation Table$1,659,741 $765,646 
Less: Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table
— — 
Plus: Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested
— — 
Plus: Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End)
1,535,157 1,025,280 
Plus: Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024
— — 
Plus: Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date)
325,501 248,330 
Less: Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024
— — 
Plus: Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)
— — 
Total Adjustments$1,860,658 $1,273,610 
Compensation Actually Paid for Fiscal Year 2024$3,520,399 $2,039,256 
    
Non-PEO NEO Average Total Compensation Amount $ 765,646 2,171,817 932,621
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,039,256 1,915,459 861,259
Adjustment to Non-PEO NEO Compensation Footnote For fiscal year 2024, the “compensation actually paid” to the PEO and the “average compensation actually paid” to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2024, computed in accordance with Item 402(v) of Regulation S-K.
PEOAverage Non-PEO NEOs
Total Compensation Reported in 2024 Summary Compensation Table$1,659,741 $765,646 
Less: Grant Date Fair Value of Stock & Option Awards Reported in the 2024 Summary Compensation Table
— — 
Plus: Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested
— — 
Plus: Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End)
1,535,157 1,025,280 
Plus: Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024
— — 
Plus: Change in Fair Value of Awards Granted in Prior Years that Vested in 2024 (From Prior Year-End to Vesting Date)
325,501 248,330 
Less: Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024
— — 
Plus: Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)
— — 
Total Adjustments$1,860,658 $1,273,610 
Compensation Actually Paid for Fiscal Year 2024$3,520,399 $2,039,256 
    
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Company TSR

The amount of “compensation actually paid” to our PEOs and the “average compensation actually paid” to our other NEOs is generally aligned with the Company’s cumulative TSR over the three years presented in the table when taking into consideration that the TSR calculations for 2023 and 2022 include the 2021 year when the Company’s stock price reduced by approximately 90%. The alignment of “compensation actually paid” with the Company’s TSR over the period is due to the fact that a significant portion of the “compensation actually paid” to our PEO and other NEOs is comprised of equity awards. For example, in November 2023, our Chief Executive Officer Mr. Tucker and our other NEOs (Messrs. Haight and Bouchard) were granted awards comprised 30% of RSUs and 70% of PSUs that were intended to cover annual long-term equity awards for fiscal years 2023, 2024 and 2025 and which comprise a significant portion of total compensation paid to them. TSR continued to increase in 2024 compared to 2023 and 2022, and the Company continued to make financial improvements in 2024 as described in “Annual Performance Based Incentives Paid in Cash”.
    
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income

While the Company does not use net income as a performance measure in its overall executive compensation programs, the measure of net income is generally correlated with the measure of Adjusted EBITDA, which comprises a significant portion of the performance goals for the Company’s Annual Executive Bonus Plan and equity awards in the form of PSUs. The changes in our “compensation actually paid” to our PEOs and the “average compensation actually paid” to our other NEOs were generally aligned with changes in our net income between 2022, 2023 and 2024 after factoring in that the equity grant made in 2023 was for a three-year period.
    
Total Shareholder Return Amount $ 115.27 6.06 4.82
Net Income (Loss) $ (38,266) $ (75,722) $ 70,079
Additional 402(v) Disclosure In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values, such as assumed volatility and risk-free rate differ from those used at the time of grant due to the fluctuation in the stock price and the corresponding Monte Carlo Value simulations valued as of the corresponding dates in accordance with Item 402(v) of Regulation S-K.The Company TSR reflected in this column for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K, which is the three-year trading period ending on the last day of each year listed in the table.Represents the amount of net income (loss) reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. For fiscal year 2022, net income includes a gain on the sale of the Company’s Quest business of $203,351.    
Mr. Tucker [Member]      
Pay vs Performance Disclosure      
PEO Name Mr. Tucker Mr. Tucker Mr. Tucker
Mr. Gatti [Member]      
Pay vs Performance Disclosure      
PEO Name     Gatti
PEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 1,860,658    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0    
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 0    
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 1,535,157    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 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 325,501    
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    
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    
Non-PEO NEO | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,273,610    
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    
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 0    
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 1,025,280    
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    
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 248,330    
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    
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