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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

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 and certain financial performance of the company for the last three fiscal years.

 

Year

 

Summary

Compensation

Table Total for

PEO1

   

Compensation

Actually Paid to

PEO2

   

Average Summary Compensation

Table Total for

Non-PEO NEO3

   

Average

Compensation

Actually Paid to

Non-PEO NEO4

   

Value of Initial

Fixed $100

Investment Based

on Total

Shareholder

Return (TSR)5

   

Net

Income

(millions)6

 

(a)

 

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

 

2024

  $ 906,669     $ 1,020,615     $ 602,563     $ 716,509     $ 58.51     $ 5.4  

2023

  $ 589,356     $ 589,356     $ 414,745     $ 414,745     $ 35.64     $ 3.4  

2022

  $ 794,563     $ 794,563     $ 403,738     $ 373,238     $ 74.66     $ 13.9  

 

 

1.

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Strange (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

 

2.

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Strange, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Strange during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for Mr. Strange for each year to determine the compensation actually paid:

Year

 

Reported Summary Compensation Table Total for PEO

   

Reported

Value of Equity Awards(a)

   

Equity

Award Adjustments(b)

   

Compensation Actually Paid to PEO

 

2024

  $ 906,669     $ 152,688     $ 113,946     $ 1,020,615  

2023

  $ 589,356     $ -     $ -     $ 589,356  

2022

  $ 794,563     $ -     $ -     $ 794,563  
 

a.

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

b.

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; (iii) for awards that are granted and vest in  same applicable year, the fair value as of the vesting date; (iv) 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; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. 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 total average equity award adjustments are as follows:

 

 

3.

The dollar amounts reported in column (d) represent the amounts reported for Matthew A. White, the company’s other named executive officer (NEO), in the “Total” column of the Summary Compensation Table in each applicable year. 

 

4.

The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. White, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. White during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for Mr. White for each year to determine the compensation actually paid:

   
PEO Total Compensation Amount $ 906,669 $ 589,356 $ 794,563
PEO Actually Paid Compensation Amount 1,020,615 589,356 794,563
Non-PEO NEO Average Total Compensation Amount 602,563 414,745 403,738
Non-PEO NEO Average Compensation Actually Paid Amount $ 716,509 414,745 373,238
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Reported Summary Compensation Table Total for

Non-PEO NEO

   

Reported

Value of Equity

Awards(a)

   

Equity

Award

Adjustments(b)

   

Compensation Actually Paid to Non-

PEO NEO

 

2024

  $ 602,563     $ 152,688     $ 113,946     $ 716,509  

2023

  $ 414,745     $ -     $ -     $ 414,745  

2022

  $ 403,738     $ -     $ (30,500 )   $ 373,238  
 

(c)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

(d)

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; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) 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; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. 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 total average equity award adjustments are as follows:

 

Year

 

Year End Fair

Value of

Equity

Awards

   

Year over Year Change in Fair

Value of

Outstanding

and Unvested

Equity Awards

   

Fair Value as

of Vesting

Date of Equity

Awards

Granted and

Vested in the

Year

   

Year over

Year Change

in Fair Value

of Equity

Awards

Granted in

Prior Years

that Vested

in the Year

   

Fair Value at

the End of the

Prior Year of

Equity Awards

that Failed to

Meet Vesting Conditions in

the Year

   

Value of

Dividends or

other Earnings

Paid on Stock

or Option

Awards not

Otherwise

Reflected in

Fair Value or

Total

Compensation

   

Total

Average

Equity

Award

Adjustments

 

2024

  $ 266,634     $ 113,946     $ -     $ -     $ -     $ -     $ 113,946  

2023

  $ -     $ -     $ -     $ -     $ -     $ -     $ -  

2022

  $ -     $ -     $ -     $ (30,500 )   $ -     $ -     $ (30,500 )

 

 

5.

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the company’s share price at the end and the beginning of the measurement period by the company’s share price at the beginning of the measurement period.

 

6.

The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year.

   
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

 

The following graphs illustrates the relationship during 2022-2024 of the compensation actually paid for our CEO and NEO as calculated pursuant to SEC rules to our cumulative TSR.

 

cctsr02.jpg

 

   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

The following graph illustrates the relationship during 2022-2024 of the compensation actually paid for our CEO and NEO as calculated pursuant to SEC rules to our net income.

 

cctsr03.jpg

 

   
Total Shareholder Return Amount $ 58.51 35.64 74.66
Net Income (Loss) 5,400,000 3,400,000 13,900,000
Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 113,946 0 (30,500)
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 266,634 0 0
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 113,946 0 0
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
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 0 0 (30,500)
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
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 | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 113,946 0 (30,500)
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 $ 152,688 $ 0 $ 0