Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
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 and certain financial performance measures of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company's performance and compensation for the named executive officers. Please see "Named Executive Officer Compensation," above for discussion of our compensation program.

Pay Versus Performance Table

 

Year

 

Summary
compensation
table total for
PEO ($) (1)

 

 

Compensation
actually paid to
PEO ($) (2)

 

 

Summary
compensation
table total for
non-PEO named
executive officer
($) (1)

 

 

Compensation
actually paid to
non-PEO named
executive officer
($) (2)

 

 

Value of initial $100 investment based on total shareholder return ($) (3)

 

 

Net income
(loss) ($) (4)

 

2025

 

$

418,995

 

 

$

423,097

 

 

$

307,986

 

 

$

309,537

 

 

$

200.00

 

 

$

(958,000

)

2024

 

$

457,667

 

 

$

241,256

 

 

$

343,322

 

 

$

175,935

 

 

$

100.00

 

 

$

(2,394,000

)

2023

 

$

403,152

 

 

$

313,970

 

 

$

273,041

 

 

$

228,450

 

 

$

133.33

 

 

$

3,102,000

 

 

(1)
Our Principal Executive Officer (“PEO”) was Mr. Dowling for 2025, 2024 and 2023. Our only non-PEO named executive officer was Mr. Grasser for 2025, 2024 and 2023.
(2)
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the compensation actually paid (“CAP”) amounts from the summary compensation table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. To determine CAP, adjustments below were made to our executive officer's total compensation.

 

 

2023

 

 

2024

 

 

2025

 

Adjustments

 

PEO

 

 

Other NEO

 

 

PEO

 

 

Other NEO

 

 

PEO

 

 

Other NEO

 

SCT Amounts

 

$

403,152

 

 

$

273,041

 

 

$

457,667

 

 

$

343,322

 

 

$

418,995

 

 

$

307,986

 

Deduction for amounts reported in the "Stock Awards" and "Option Awards" columns in the SCT for applicable FY

 

 

(90,080

)

 

 

(45,040

)

 

 

(148,070

)

 

 

(115,988

)

 

 

(103,948

)

 

 

(81,426

)

Increase (decrease) in fair value of awards granted during the applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end

 

 

250

 

 

 

125

 

 

 

(56,461

)

 

 

(44,228

)

 

 

48,312

 

 

 

37,844

 

Increase (decrease) in fair value of awards granted during applicable FY, determined as of vesting date

 

 

649

 

 

 

324

 

 

 

(4,344

)

 

 

(3,403

)

 

 

1,580

 

 

 

1,238

 

Increase (decrease) in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end vesting date

 

 

—

 

 

 

—

 

 

 

(10,399

)

 

 

(5,199

)

 

 

50,555

 

 

 

37,938

 

Increase in fair value of awards granted during prior FY that vested during the applicable FY, determined based on change in fair value from prior FY end to vesting date

 

 

—

 

 

 

—

 

 

 

2,863

 

 

 

1,431

 

 

 

8,717

 

 

 

5,956

 

Decrease of fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,115

)

 

 

—

 

Increase based on dividends or other earnings paid during the applicable FY prior to vesting date

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

CAP Amounts

 

$

313,971

 

 

$

228,450

 

 

$

241,256

 

 

$

175,935

 

 

$

423,097

 

 

$

309,537

 
(3)
The amounts reported in this column represent the Company's cumulative total shareholder return (“TSR”), which 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 of the measurement period by the Company's share price at the beginning of the measurement period.
(4)
The amounts reported in this column represent net income (loss) reflected in the Company's audited financial statements for the applicable year.
 
Named Executive Officers, Footnote  
(1)
Our Principal Executive Officer (“PEO”) was Mr. Dowling for 2025, 2024 and 2023. Our only non-PEO named executive officer was Mr. Grasser for 2025, 2024 and 2023.
 
PEO Total Compensation Amount $ 418,995 $ 457,667 $ 403,152
PEO Actually Paid Compensation Amount 423,097 $ 241,256 313,970
Adjustment To PEO Compensation, Footnote  
(2)
The following table describes the adjustments, each of which is prescribed by SEC rules, to calculate the compensation actually paid (“CAP”) amounts from the summary compensation table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. To determine CAP, adjustments below were made to our executive officer's total compensation.

 

 

2023

 

 

2024

 

 

2025

 

Adjustments

 

PEO

 

 

Other NEO

 

 

PEO

 

 

Other NEO

 

 

PEO

 

 

Other NEO

 

SCT Amounts

 

$

403,152

 

 

$

273,041

 

 

$

457,667

 

 

$

343,322

 

 

$

418,995

 

 

$

307,986

 

Deduction for amounts reported in the "Stock Awards" and "Option Awards" columns in the SCT for applicable FY

 

 

(90,080

)

 

 

(45,040

)

 

 

(148,070

)

 

 

(115,988

)

 

 

(103,948

)

 

 

(81,426

)

Increase (decrease) in fair value of awards granted during the applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end

 

 

250

 

 

 

125

 

 

 

(56,461

)

 

 

(44,228

)

 

 

48,312

 

 

 

37,844

 

Increase (decrease) in fair value of awards granted during applicable FY, determined as of vesting date

 

 

649

 

 

 

324

 

 

 

(4,344

)

 

 

(3,403

)

 

 

1,580

 

 

 

1,238

 

Increase (decrease) in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end vesting date

 

 

—

 

 

 

—

 

 

 

(10,399

)

 

 

(5,199

)

 

 

50,555

 

 

 

37,938

 

Increase in fair value of awards granted during prior FY that vested during the applicable FY, determined based on change in fair value from prior FY end to vesting date

 

 

—

 

 

 

—

 

 

 

2,863

 

 

 

1,431

 

 

 

8,717

 

 

 

5,956

 

Decrease of fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,115

)

 

 

—

 

Increase based on dividends or other earnings paid during the applicable FY prior to vesting date

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

CAP Amounts

 

$

313,971

 

 

$

228,450

 

 

$

241,256

 

 

$

175,935

 

 

$

423,097

 

 

$

309,537

 
(3)
The amounts reported in this column represent the Company's cumulative total shareholder return (“TSR”), which 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 of the measurement period by the Company's share price at the beginning of the measurement period.
(4)
The amounts reported in this column represent net income (loss) reflected in the Company's audited financial statements for the applicable year.
 
Non-PEO NEO Average Total Compensation Amount 307,986 $ 343,322 273,041
Non-PEO NEO Average Compensation Actually Paid Amount 309,537 175,935 228,450
Total Shareholder Return Amount   100 133.33
Net Income (Loss) $ (958,000) $ (2,394,000) $ 3,102,000
PEO Name Mr. Dowling Mr. Dowling Mr. Dowling
Additional 402(v) Disclosure

Analyses of Information Presented in the Pay Versus Performance Table

The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee does not use TSR or net income (loss) in its compensation programs. However, we do utilize several other performance measures to align executive compensation with our performance, see "Named Executive Officer Compensation."

•
Compensation actually paid to the PEO increased by $181,840 or 57.9% from 2024 to 2025.
•
Compensation actually paid to non-PEO increased by $133,602 or 58.5% from 2024 to 2025.
•
TSR increased from $100.00 in 2024 to $200.00 in 2025, an improvement of 100.0%
•
Net loss improved by $1,436,000 from a net loss of $2,394,000 in 2024 to a net loss of $958,000 in 2025, an improvement of 60.0%.
•
Compensation actually paid to the PEO decreased by $72,715, or 23.2% from 2023 to 2024.
•
Compensation actually paid to non-PEO decreased by $52,515 or 23.0% from 2023 to 2024.
•
TSR decreased from $133.33 in 2023 to $100.00 in 2024, a decline of 25.0%
•
Net income (loss) declined by $5,496,000 from a net income of $3,102,000 in 2023 to a net loss of $2,394,000 in 2024.