Definitive proxy statements

Pay vs Performance Disclosure

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
Year (1)
Summary Compensation Table Total for CEO (2)
Compensation Actually Paid to CEO (3)
Average Summary Compensation Table Total for non-CEO NEOs (2)
Average Compensation Actually Paid to non-CEO NEOs (3)
Value of Initial Fixed $100 Investment Based On: (4)
Total Shareholder Return
 Net Income ($ Thousands)
2024 2,856,526 (138,316) 1,157,864 378,864 $78.82 7,892
2023 3,521,879 6,671,980 1,295,532 2,280,896 $122.12 550
2022 2,785,447 94,372 1,066,551 369,933 $98.35 550
   
Named Executive Officers, Footnote
Names of PEO and NEOS by Year:
2024 - PEO: Terrence Moorehead; NEOs: Shane Jones, Dan Norman
2023 - PEO: Terrence Moorehead; NEOs: Shane Jones, Martin Gonzalez
2022 - PEO: Terrence Moorehead; NEOs: Joseph Baty, Shane Jones, Martin Gonzalez
    
PEO Total Compensation Amount $ 2,856,526 $ 3,521,879 $ 2,785,447
PEO Actually Paid Compensation Amount $ (138,316) 6,671,980 94,372
Adjustment To PEO Compensation, Footnote
Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs
2024 2023 2022
Adjustments PEO
NEOs (1)
PEO
NEOs (1)
PEO
NEOs (1)
Summary Compensation Table Total 2,856,526 1,157,864 3,521,879 1,295,532 2,785,447 1,066,551
Adjustments for stock awards and option awards
(Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year (1,456,000) (488,500) (1,400,002) (445,496) (2,023,328) (774,188)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end (217,894) (75,237) 2,253,821 717,189 1,394,221 311,168
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end (908,921) (200,602) 2,118,079 573,649 (1,917,235) —
Add: Vesting date fair value of awards granted and vested during the covered fiscal year — — — — — —
Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs
2024 2023 2022
Adjustments PEO
NEOs (1)
PEO
NEOs (1)
PEO
NEOs (1)
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year 39,419 (11,926) 178,203 140,022 (132,123) (7,015)
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year (451,446) (2,735) — — (12,610) (226,583)
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year — — — — — —
Compensation Actually Paid (as calculated) (138,316) 378,864 6,671,980 2,280,896 94,372 369,933
Amounts presented are averages for the entire group of other NEOs in each respective year.
    
Non-PEO NEO Average Total Compensation Amount $ 1,157,864 1,295,532 1,066,551
Non-PEO NEO Average Compensation Actually Paid Amount $ 378,864 2,280,896 369,933
Adjustment to Non-PEO NEO Compensation Footnote
Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs
2024 2023 2022
Adjustments PEO
NEOs (1)
PEO
NEOs (1)
PEO
NEOs (1)
Summary Compensation Table Total 2,856,526 1,157,864 3,521,879 1,295,532 2,785,447 1,066,551
Adjustments for stock awards and option awards
(Deduct): Aggregate value for stock awards and option awards included in Summary Compensation Table Total for the covered fiscal year (1,456,000) (488,500) (1,400,002) (445,496) (2,023,328) (774,188)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end (217,894) (75,237) 2,253,821 717,189 1,394,221 311,168
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end (908,921) (200,602) 2,118,079 573,649 (1,917,235) —
Add: Vesting date fair value of awards granted and vested during the covered fiscal year — — — — — —
Adjustments to Calculate Compensation Actually Paid to CEO and Average Compensation Actually Paid to Other NEOs
2024 2023 2022
Adjustments PEO
NEOs (1)
PEO
NEOs (1)
PEO
NEOs (1)
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year 39,419 (11,926) 178,203 140,022 (132,123) (7,015)
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year (451,446) (2,735) — — (12,610) (226,583)
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year — — — — — —
Compensation Actually Paid (as calculated) (138,316) 378,864 6,671,980 2,280,896 94,372 369,933
Amounts presented are averages for the entire group of other NEOs in each respective year.
    
Compensation Actually Paid vs. Total Shareholder Return
26
    
Compensation Actually Paid vs. Net Income
21
    
Total Shareholder Return Amount $ 78.82 122.12 98.35
Net Income (Loss) $ 7,892,000 $ 550,000 $ 550,000
PEO Name Terrence Moorehead Terrence Moorehead Terrence Moorehead
Additional 402(v) Disclosure Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Moorehead and (ii) the average of the total compensation reported in the Summary Compensation Table for the NEOs listed in footnote 1 for each applicable year.
To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Moorehead and for the average of the other NEOs is set forth in the table below titled "Adjustments to Calculate Compensation Actually Paid to PEO and Average Compensation Actually Paid to Other NEOs."
The following information is provided as a description of the relationship between the information presented in the Pay versus Performance Table above regarding compensation actually paid and each of the results in Total Shareholder Return ("TSR") and Net Income.

We have not historically utilized TSR or Net Income in our executive compensation program. However, we do utilize other corporate performance and financial measures to align executive compensation with our short- and long- term performance and our shareholder interests. Our compensation program supports a pay-for-performance philosophy, aligns with shareholder value creation and maintains a level of compensation that allows us to attract and retain the best available executive team. As described in the Narrative Discussion of Compensation Policies section above, part of our executive compensation program focuses annual corporate goals and objectives in addition to equity awards that incentivize long term value creation.
The most common and important measures we used to link executive compensation actually paid to our performance are:
•Annual Corporate Revenue
•Adjusted EBITDA

As demonstrated in the graphs below, the amount of compensation actually paid to Mr. Moorehead and the average amount of compensation actually paid to our NEOs as a group, excluding Mr. Moorehead, is generally aligned with our profitability over the two years presented as measured based on TSR and Net Income.
    
Measure:: 3      
Pay vs Performance Disclosure      
Non-GAAP Measure Description Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2021 in our common stock. Historical stock price performance is not necessarily indicative of future stock price performance.
 		   
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (1,456,000) $ (1,400,002) $ (2,023,328)
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 (217,894) 2,253,821 1,394,221
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 (908,921) 2,118,079 (1,917,235)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 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 39,419 178,203 (132,123)
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 (451,446) 0 (12,610)
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 0 0
Non-PEO NEO | Measure:: 1      
Pay vs Performance Disclosure      
Name Annual Corporate Revenue    
Non-PEO NEO | Measure:: 2      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
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 $ (488,500) (445,496) (774,188)
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 (75,237) 717,189 311,168
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 (200,602) 573,649 0
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 0 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 (11,926) 140,022 (7,015)
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 (2,735) 0 (226,583)
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 $ 0 $ 0