Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Pay Versus Performance
The table below shows (i) the total compensation for our NEOs for the past two fiscal years as set forth in the Summary Compensation Table, (ii) the “Compensation Actually Paid” ​(“CAP”) to our President and Chief Executive Officer, and (iii) averages of calculated compensation actually paid for our other named executive officers (“NEOs”), together with shareholder returns and net income. CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the NEOs’ compensation for each fiscal year, please see “Our Compensation Program and Philosophy” on page 37.
Year
​ ​
Summary
Compensation
Table Total
for PEO(1)
​ ​
Compensation
Actually
Paid to
PEO(2)(5)
​ ​
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs(3)
​ ​
Average
Compensation
Actually
Paid to
Non-PEO
NEOs(3)(5)
​ ​
Value of
Initial Fixed
$100 Investment
Based On
Total
Shareholder
Return(4)
​ ​
Net (Loss)
Income
​ ​
Adjusted
EBITDA
​
2024
​ ​ ​ $ 1,594,962 ​ ​ ​ ​ $ (476,191) ​ ​ ​ ​ $ 623,429 ​ ​ ​ ​ $ 498,320 ​ ​ ​ ​ $ 46 ​ ​ ​ ​ $ (15,824,000) ​ ​ ​ ​ $ 75,189,000 ​ ​
2023
​ ​ ​ $ 1,437,462 ​ ​ ​ ​ $ 1,395,754 ​ ​ ​ ​ $ 512,236 ​ ​ ​ ​ $ 519,593 ​ ​ ​ ​ $ 97 ​ ​ ​ ​ $ 4,718,000 ​ ​ ​ ​ $ 32,785,000 ​ ​
​
(1)
The Principal Executive Officer (“PEO”) in fiscal years 2024 and 2023 is Emanuel Hilario.
​
(2)
Adjustments have been made as of each measurement date using the stock price as of the measurement date. Performance stock unit grant date fair value is calculated using ASC 718 at target-level performance. The Company’s valuation assumptions are described in Note 14, “Employee Benefit Plans,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2024.
​
(3)
The NEOs included in the calculation of average NEO compensation in fiscal years 2024 and 2023 are Jonathan Segal and Tyler Loy.
​
(4)
Total shareholder return lists a cumulative total shareholder return at the end of each fiscal year assuming $100 was invested in our stock on the last trading day before the beginning of the earliest fiscal year in the table. The stock price performance included in this column is not necessarily indicative of future stock price performance.
​
(5)
SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine the CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather as a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details the applicable adjustments that were made to determine CAP.
​
​ ​ ​
2023
​ ​
2024
​
​ ​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​
Total Compensation as reported in Summary Compensation Table
​ ​ ​ $ 1,437,462 ​ ​ ​ ​ $ 512,236 ​ ​ ​ ​ $ 1,594,962 ​ ​ ​ ​ $ 623,429 ​ ​
Deduct: Equity award amounts based on grant date fair values
​ ​ ​ ​ (649,532) ​ ​ ​ ​ ​ (162,505) ​ ​ ​ ​ ​ (350,000) ​ ​ ​ ​ ​ (111,250) ​ ​
Add: Year-end fair value of any equity awards granted in
the covered fiscal year that are outstanding and unvested
as of the end of the covered fiscal year
​ ​ ​ ​ 281,716 ​ ​ ​ ​ ​ 113,771 ​ ​ ​ ​ ​ 328,575 ​ ​ ​ ​ ​ 96,334 ​ ​
Add: Amount of change in fair value as of the end of the
covered fiscal year (from the end of the prior fiscal year)
of any awards granted in prior years that are
outstanding and unvested as of the end of the covered
fiscal year
​ ​ ​ ​ (131,104) ​ ​ ​ ​ ​ (4,166) ​ ​ ​ ​ ​ (1,638,336) ​ ​ ​ ​ ​ (64,932) ​ ​
Add: Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Amount of change in fair value from the end of the
prior fiscal year to the vesting date for awards granted in
prior years that vested in the covered fiscal year
​ ​ ​ ​ 457,212 ​ ​ ​ ​ ​ 60,257 ​ ​ ​ ​ ​ (411,392) ​ ​ ​ ​ ​ (45,261) ​ ​
Deduct: Amount of fair value at the end of the prior fiscal
year for awards granted in prior years that were forfeited
during the covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Dollar value of other earnings paid on stock or
option awards in the covered fiscal 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 covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 1,395,754 ​ ​ ​ ​ $ 519,593 ​ ​ ​ ​ $ (476,191) ​ ​ ​ ​ $ 498,320 ​ ​
 
Company Selected Measure Name Adjusted EBITDA  
Named Executive Officers, Footnote
(1)
The Principal Executive Officer (“PEO”) in fiscal years 2024 and 2023 is Emanuel Hilario.
(3)
The NEOs included in the calculation of average NEO compensation in fiscal years 2024 and 2023 are Jonathan Segal and Tyler Loy.
 
PEO Total Compensation Amount $ 1,594,962 $ 1,437,462
PEO Actually Paid Compensation Amount $ (476,191) 1,395,754
Adjustment To PEO Compensation, Footnote
(5)
SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine the CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather as a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details the applicable adjustments that were made to determine CAP.
​ ​ ​
2023
​ ​
2024
​
​ ​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​
Total Compensation as reported in Summary Compensation Table
​ ​ ​ $ 1,437,462 ​ ​ ​ ​ $ 512,236 ​ ​ ​ ​ $ 1,594,962 ​ ​ ​ ​ $ 623,429 ​ ​
Deduct: Equity award amounts based on grant date fair values
​ ​ ​ ​ (649,532) ​ ​ ​ ​ ​ (162,505) ​ ​ ​ ​ ​ (350,000) ​ ​ ​ ​ ​ (111,250) ​ ​
Add: Year-end fair value of any equity awards granted in
the covered fiscal year that are outstanding and unvested
as of the end of the covered fiscal year
​ ​ ​ ​ 281,716 ​ ​ ​ ​ ​ 113,771 ​ ​ ​ ​ ​ 328,575 ​ ​ ​ ​ ​ 96,334 ​ ​
Add: Amount of change in fair value as of the end of the
covered fiscal year (from the end of the prior fiscal year)
of any awards granted in prior years that are
outstanding and unvested as of the end of the covered
fiscal year
​ ​ ​ ​ (131,104) ​ ​ ​ ​ ​ (4,166) ​ ​ ​ ​ ​ (1,638,336) ​ ​ ​ ​ ​ (64,932) ​ ​
Add: Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Amount of change in fair value from the end of the
prior fiscal year to the vesting date for awards granted in
prior years that vested in the covered fiscal year
​ ​ ​ ​ 457,212 ​ ​ ​ ​ ​ 60,257 ​ ​ ​ ​ ​ (411,392) ​ ​ ​ ​ ​ (45,261) ​ ​
Deduct: Amount of fair value at the end of the prior fiscal
year for awards granted in prior years that were forfeited
during the covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Dollar value of other earnings paid on stock or
option awards in the covered fiscal 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 covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 1,395,754 ​ ​ ​ ​ $ 519,593 ​ ​ ​ ​ $ (476,191) ​ ​ ​ ​ $ 498,320 ​ ​
 
Non-PEO NEO Average Total Compensation Amount $ 623,429 512,236
Non-PEO NEO Average Compensation Actually Paid Amount $ 498,320 519,593
Adjustment to Non-PEO NEO Compensation Footnote
(5)
SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine the CAP as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather as a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details the applicable adjustments that were made to determine CAP.
​ ​ ​
2023
​ ​
2024
​
​ ​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​ ​
PEO
​ ​
Average
Non-PEO
NEOs
​
Total Compensation as reported in Summary Compensation Table
​ ​ ​ $ 1,437,462 ​ ​ ​ ​ $ 512,236 ​ ​ ​ ​ $ 1,594,962 ​ ​ ​ ​ $ 623,429 ​ ​
Deduct: Equity award amounts based on grant date fair values
​ ​ ​ ​ (649,532) ​ ​ ​ ​ ​ (162,505) ​ ​ ​ ​ ​ (350,000) ​ ​ ​ ​ ​ (111,250) ​ ​
Add: Year-end fair value of any equity awards granted in
the covered fiscal year that are outstanding and unvested
as of the end of the covered fiscal year
​ ​ ​ ​ 281,716 ​ ​ ​ ​ ​ 113,771 ​ ​ ​ ​ ​ 328,575 ​ ​ ​ ​ ​ 96,334 ​ ​
Add: Amount of change in fair value as of the end of the
covered fiscal year (from the end of the prior fiscal year)
of any awards granted in prior years that are
outstanding and unvested as of the end of the covered
fiscal year
​ ​ ​ ​ (131,104) ​ ​ ​ ​ ​ (4,166) ​ ​ ​ ​ ​ (1,638,336) ​ ​ ​ ​ ​ (64,932) ​ ​
Add: Fair value as of the vesting date for awards that are granted and vest in the same covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Amount of change in fair value from the end of the
prior fiscal year to the vesting date for awards granted in
prior years that vested in the covered fiscal year
​ ​ ​ ​ 457,212 ​ ​ ​ ​ ​ 60,257 ​ ​ ​ ​ ​ (411,392) ​ ​ ​ ​ ​ (45,261) ​ ​
Deduct: Amount of fair value at the end of the prior fiscal
year for awards granted in prior years that were forfeited
during the covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Add: Dollar value of other earnings paid on stock or
option awards in the covered fiscal 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 covered fiscal year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 1,395,754 ​ ​ ​ ​ $ 519,593 ​ ​ ​ ​ $ (476,191) ​ ​ ​ ​ $ 498,320 ​ ​
 
Total Shareholder Return Amount $ 46 97
Net Income (Loss) $ (15,824,000) $ 4,718,000
Company Selected Measure Amount 75,189,000 32,785,000
PEO Name Emanuel Hilario  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ (350,000) $ (649,532)
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 328,575 281,716
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 (1,638,336) (131,104)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount
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 (411,392) 457,212
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
PEO | Equity Awards Adjustments of Fair Value at the End of the Prior Fiscal Year for Awards Granted in Prior Years that were Forfeited During the Covered Fiscal Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount
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 (111,250) (162,505)
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 96,334 113,771
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 (64,932) (4,166)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount
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 (45,261) 60,257
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
Non-PEO NEO | Equity Awards Adjustments of Fair Value at the End of the Prior Fiscal Year for Awards Granted in Prior Years that were Forfeited During the Covered Fiscal Year [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount