SB FINANCIAL GROUP, INC., DEF 14A filed on 3/6/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SB Financial Group, Inc.
Entity Central Index Key 0000767405
v3.25.4
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

Pay Versus Performance Table for 2025

   Summary       Average Summary   Average
Compensation
   Value of
Initial Fixed
$100
Investment
Based On:
     
Year  Compensation
Table Total
for PEO1
   Compensation
Actually Paid to
PEO2
   Compensation
Table Total for
Non-PEO NEOs3
   Actually Paid to
Non-PEO NEOs4
   Total
Shareholder
Return5
   Net
Income
(millions)6
 
(a)  (b)   (c)   (d)   (e)   (f)   (g) 
2025  $1,040,424   $802,755   $509,432   $461,626   $109   $14.0 
2024   682,119    637,313    365,534    418,316    135    11.5 
2023   646,276    593,304    324,538    340,287    92    12.1 
1The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Klein, Chairman, President, and Chief Executive Officer, the Company’s principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year.
2The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, 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. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation 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)
   Reported
Change in the
Acturial
Present Value
of Pension
Benefits(c)
   Pension
Benefit
Adjustments (d)
   Compensation
Actually Paid to
PEO
 
2025  $1,040,424   $(162,685)  $53,015   $(42,005)  $(85,994)  $802,755 
2024   682,119    (43,111)   116,371    (15,407)   (102,659)   637,313 
2023   646,276    (53,980)   48,785    (16,396)   (31,381)   593,304 
  (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table of the proxy statement 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 the 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 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 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 Equity
Award
Adjustments
 
2025  $40,977   $17,313   $     -   $(5,275)  $       -   $          -   $53,015 
2024   71,847    49,423    -    (4,899)   -    -    116,371 
2023   42,243    (16,000)   -    22,542    -    -    48,785 
  (c)The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table of the proxy statement for the applicable year.
  (d)The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.

The amounts deducted or added in calculating the pension benefit adjustments are as follows:

Year  Service
Cost
   Prior Service
Cost
   Total Pension
Benefit
Adjustments
 
2025  $(31,831)  $(54,163)  $(85,994)
2024   (54,163)   (48,496)   (102,659)
2023   (48,496)   17,115    (31,381)
3The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Klein) in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year. The names of each of the NEOs (excluding Mr. Klein) included for purposes of calculating the average amounts in each applicable year are Anthony V. Cosentino (our Executive Vice President and Chief Financial Officer) and Ernesto Gaytan (our Chief Technology Innovation Officer).
4The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Klein) 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 the NEOs as a group (excluding Mr. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Year  Average
Reported
Summary
Compensation
Table Total for
Non-PEO
NEOs
   Average
Reported
Value of Equity
Awards
   Average Equity
Award
Adjustments (a)
   Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
   Average Pension
Benefit
Adjustments (b)
   Average
Compensation
Actually Paid to
Non-PEO NEOs
 
2025  $509,432   $(81,298)  $25,744   $(28,788)  $36,536   $461,626 
2024   365,534    (21,556)   62,777    (27,672)   39,233    418,316 
2023   324,538    (27,021)   24,382    (16,383)   34,771    340,287 
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year  Average Year
End Fair Value
of Equity
Awards
   Year Over
Year Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
   Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
   Year Over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that Vested in
the Year
   Average Fair
Value at the End
of the Prior Year
of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year
   Average 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
 
2025  $20,488   $7,895   $      -   $(2,639)  $      -   $        -   $25,744 
2024   35,923    24,742    -    2,112    -    -    62,777 
2023   21,122    (8,008)   -    11,268    -    -    24,382 
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year  Average
Service Cost
   Average
Prior Service
Cost
   Total Average
Pension Benefit
Adjustments
 
2025  $18,170   $18,366   $36,536 
2024   18,366    20,868    39,233 
2023   20,868    13,903    34,771 
5Cumulative Total Shareholder Return (“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.
6The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
   
PEO Total Compensation Amount [1] $ 1,040,424 $ 682,119 $ 646,276
PEO Actually Paid Compensation Amount [2] $ 802,755 637,313 593,304
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, 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. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation 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)
   Reported
Change in the
Acturial
Present Value
of Pension
Benefits(c)
   Pension
Benefit
Adjustments (d)
   Compensation
Actually Paid to
PEO
 
2025  $1,040,424   $(162,685)  $53,015   $(42,005)  $(85,994)  $802,755 
2024   682,119    (43,111)   116,371    (15,407)   (102,659)   637,313 
2023   646,276    (53,980)   48,785    (16,396)   (31,381)   593,304 
  (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table of the proxy statement 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 the 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 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 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 Equity
Award
Adjustments
 
2025  $40,977   $17,313   $     -   $(5,275)  $       -   $          -   $53,015 
2024   71,847    49,423    -    (4,899)   -    -    116,371 
2023   42,243    (16,000)   -    22,542    -    -    48,785 
  (c)The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table of the proxy statement for the applicable year.
  (d)The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.

The amounts deducted or added in calculating the pension benefit adjustments are as follows:

Year  Service
Cost
   Prior Service
Cost
   Total Pension
Benefit
Adjustments
 
2025  $(31,831)  $(54,163)  $(85,994)
2024   (54,163)   (48,496)   (102,659)
2023   (48,496)   17,115    (31,381)
   
Non-PEO NEO Average Total Compensation Amount [3] $ 509,432 365,534 324,538
Non-PEO NEO Average Compensation Actually Paid Amount [4] $ 461,626 418,316 340,287
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Klein) 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 the NEOs as a group (excluding Mr. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Year  Average
Reported
Summary
Compensation
Table Total for
Non-PEO
NEOs
   Average
Reported
Value of Equity
Awards
   Average Equity
Award
Adjustments (a)
   Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
   Average Pension
Benefit
Adjustments (b)
   Average
Compensation
Actually Paid to
Non-PEO NEOs
 
2025  $509,432   $(81,298)  $25,744   $(28,788)  $36,536   $461,626 
2024   365,534    (21,556)   62,777    (27,672)   39,233    418,316 
2023   324,538    (27,021)   24,382    (16,383)   34,771    340,287 
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year  Average Year
End Fair Value
of Equity
Awards
   Year Over
Year Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
   Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
   Year Over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that Vested in
the Year
   Average Fair
Value at the End
of the Prior Year
of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year
   Average 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
 
2025  $20,488   $7,895   $      -   $(2,639)  $      -   $        -   $25,744 
2024   35,923    24,742    -    2,112    -    -    62,777 
2023   21,122    (8,008)   -    11,268    -    -    24,382 
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year  Average
Service Cost
   Average
Prior Service
Cost
   Total Average
Pension Benefit
Adjustments
 
2025  $18,170   $18,366   $36,536 
2024   18,366    20,868    39,233 
2023   20,868    13,903    34,771 
   
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

 

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) was directionally aligned with the Company’s cumulative TSR Between 2023 and 2024 but was not directionally aligned between 2024 and 2025. The alignment of compensation actually paid with the Company’s cumulative TSR between 2023 and 2024 is largely due to the fact that a material portion of the compensation actually paid to Mr. Klein and to the other NEOs is comprised of cash and equity-based incentive compensation that takes into account, among various other factors, the Company’s common stock price as well as other performance measures (such as Return on Assets and Diluted EPS) that can generally impact the Company’s common stock price. The lack of alignment between 2024 and 2025 was due to the general weakness in regional bank stocks compared to the prior year. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2025 Executive Compensation Components” beginning on page 14 of this proxy statement.

 

 

   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

As demonstrated by the following graph, the amount of compensation actually paid to Mr. Klein and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Klein) was generally aligned with the Company’s net income for the years presented in the “Pay Versus Performance Table for 2025”. While the Company does not use net income as a specific performance measure in the overall executive compensation program, the measure of net income is correlated with other performance measures, such as Return on Assets and Diluted EPS, which the Company does use for setting goals for the cash- and equity-based incentive compensation awarded to the NEOs. For additional information regarding the performance measures used to determine cash- and equity-based incentive compensation for the Company’s NEOs, see the section captioned “COMPENSATION OF EXECUTIVE OFFICERS—2025 Executive Compensation Components” beginning on page 14 of this proxy statement.

 

 

   
Total Shareholder Return Amount [5] $ 109 135 92
Net Income (Loss) [6] $ 14,000,000 11,500,000 12,100,000
PEO Name Mr. Klein    
PEO [Member] | Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (31,831) (54,163) (48,496)
PEO [Member] | Pension Adjustments Prior Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (54,163) (48,496) 17,115
PEO [Member] | Equity Awards Adjustments      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [7] 53,015 116,371 48,785
PEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [8] (162,685) (43,111) (53,980)
PEO [Member] | Reported Change in the Acturial Present Value of Pension Benefits [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [9] (42,005) (15,407) (16,396)
PEO [Member] | Pension Benefit Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [10] (85,994) (102,659) (31,381)
PEO [Member] | Year End Fair Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 40,977 71,847 42,243
PEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 17,313 49,423 (16,000)
PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (5,275) (4,899) 22,542
PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
PEO [Member] | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (85,994) (102,659) (31,381)
Non-PEO NEO [Member] | Pension Adjustments Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 18,170 18,366 20,868
Non-PEO NEO [Member] | Pension Adjustments Prior Service Cost      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 18,366 20,868 13,903
Non-PEO NEO [Member] | Total Pension Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 36,536 39,233 34,771
Non-PEO NEO [Member] | Average Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (81,298) (21,556) (27,021)
Non-PEO NEO [Member] | Average Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [11] 25,744 62,777 24,382
Non-PEO NEO [Member] | Average Reported Change in the Actuarial Present Value of Pension Benefits [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (28,788) (27,672) (16,383)
Non-PEO NEO [Member] | Average Pension Benefit Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount [12] 36,536 39,233 34,771
Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 20,488 35,923 21,122
Non-PEO NEO [Member] | Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,895 24,742 (8,008)
Non-PEO NEO [Member] | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO [Member] | Year Over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,639) 2,112 11,268
Non-PEO NEO [Member] | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO [Member] | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
[1] The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Klein, Chairman, President, and Chief Executive Officer, the Company’s principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year.
[2] The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Klein, 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. Klein during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Klein’s total compensation 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)
   Reported
Change in the
Acturial
Present Value
of Pension
Benefits(c)
   Pension
Benefit
Adjustments (d)
   Compensation
Actually Paid to
PEO
 
2025  $1,040,424   $(162,685)  $53,015   $(42,005)  $(85,994)  $802,755 
2024   682,119    (43,111)   116,371    (15,407)   (102,659)   637,313 
2023   646,276    (53,980)   48,785    (16,396)   (31,381)   593,304 
  (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table of the proxy statement 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 the 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 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 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 Equity
Award
Adjustments
 
2025  $40,977   $17,313   $     -   $(5,275)  $       -   $          -   $53,015 
2024   71,847    49,423    -    (4,899)   -    -    116,371 
2023   42,243    (16,000)   -    22,542    -    -    48,785 
  (c)The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table of the proxy statement for the applicable year.
  (d)The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.

The amounts deducted or added in calculating the pension benefit adjustments are as follows:

Year  Service
Cost
   Prior Service
Cost
   Total Pension
Benefit
Adjustments
 
2025  $(31,831)  $(54,163)  $(85,994)
2024   (54,163)   (48,496)   (102,659)
2023   (48,496)   17,115    (31,381)
[3] The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Klein) in the “Total” column of the Summary Compensation Table of the proxy statement for the applicable year. The names of each of the NEOs (excluding Mr. Klein) included for purposes of calculating the average amounts in each applicable year are Anthony V. Cosentino (our Executive Vice President and Chief Financial Officer) and Ernesto Gaytan (our Chief Technology Innovation Officer).
[4] The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Klein), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Klein) 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 the NEOs as a group (excluding Mr. Klein) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
Year  Average
Reported
Summary
Compensation
Table Total for
Non-PEO
NEOs
   Average
Reported
Value of Equity
Awards
   Average Equity
Award
Adjustments (a)
   Average Reported
Change in the
Actuarial Present
Value of Pension
Benefits
   Average Pension
Benefit
Adjustments (b)
   Average
Compensation
Actually Paid to
Non-PEO NEOs
 
2025  $509,432   $(81,298)  $25,744   $(28,788)  $36,536   $461,626 
2024   365,534    (21,556)   62,777    (27,672)   39,233    418,316 
2023   324,538    (27,021)   24,382    (16,383)   34,771    340,287 
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year  Average Year
End Fair Value
of Equity
Awards
   Year Over
Year Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
   Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
   Year Over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that Vested in
the Year
   Average Fair
Value at the End
of the Prior Year
of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year
   Average 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
 
2025  $20,488   $7,895   $      -   $(2,639)  $      -   $        -   $25,744 
2024   35,923    24,742    -    2,112    -    -    62,777 
2023   21,122    (8,008)   -    11,268    -    -    24,382 
(b)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year  Average
Service Cost
   Average
Prior Service
Cost
   Total Average
Pension Benefit
Adjustments
 
2025  $18,170   $18,366   $36,536 
2024   18,366    20,868    39,233 
2023   20,868    13,903    34,771 
[5] Cumulative Total Shareholder Return (“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.
[7] 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 the 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 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 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 Equity
Award
Adjustments
 
2025  $40,977   $17,313   $     -   $(5,275)  $       -   $          -   $53,015 
2024   71,847    49,423    -    (4,899)   -    -    116,371 
2023   42,243    (16,000)   -    22,542    -    -    48,785 
[8] The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table of the proxy statement for the applicable year.
[9] The amounts included in this column are the amounts reported in “Change in Pension Value & Deferred Compensation Earnings” column of the Summary Compensation Table of the proxy statement for the applicable year.
[10] The total pension benefit adjustments for each applicable year include the aggregate of two components related to Mr. Klein’s SERP Agreement: (i) the actuarially determined service cost for services rendered by Mr. Klein during the applicable year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP.

The amounts deducted or added in calculating the pension benefit adjustments are as follows:

Year  Service
Cost
   Prior Service
Cost
   Total Pension
Benefit
Adjustments
 
2025  $(31,831)  $(54,163)  $(85,994)
2024   (54,163)   (48,496)   (102,659)
2023   (48,496)   17,115    (31,381)
[11] The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year  Average Year
End Fair Value
of Equity
Awards
   Year Over
Year Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
   Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
   Year Over Year
Average Change in
Fair Value of Equity
Awards Granted in
Prior Years that Vested in
the Year
   Average Fair
Value at the End
of the Prior Year
of Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year
   Average 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
 
2025  $20,488   $7,895   $      -   $(2,639)  $      -   $        -   $25,744 
2024   35,923    24,742    -    2,112    -    -    62,777 
2023   21,122    (8,008)   -    11,268    -    -    24,382 
[12] The amounts deducted or added in calculating the total pension benefit adjustments are as follows:
Year  Average
Service Cost
   Average
Prior Service
Cost
   Total Average
Pension Benefit
Adjustments
 
2025  $18,170   $18,366   $36,536 
2024   18,366    20,868    39,233 
2023   20,868    13,903    34,771 
v3.25.4
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2025
Restatement Determination Date:: 2024-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis

The Company’s incentive compensation policy specifies that all cash bonus payments, retention awards, and/or equity incentive compensation which may be paid to executive officers are subject to recovery or “clawback” by the Company if such payments were based on financial statements or other performance metric criteria which are later found to be materially inaccurate. In addition, the Compensation Committee and the Board of Directors adopted a formal Clawback Policy in 2024, which is intended to comply with Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act, and Nasdaq Rule 5608 by providing for the recovery by the Company of erroneously awarded compensation in the event of an accounting restatement. The Clawback Policy provides for the Compensation Committee to seek the recoupment of certain incentive based compensation received by executive officers of the Company and its subsidiaries in the event that the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirements under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”). In the event of a Restatement, the Clawback Policy generally provides for the Company to promptly determine and seek recovery of the amount or value of incentive-based compensation received by an executive officer during the Clawback Period in excess of the amount of incentive-based compensation that otherwise would have been received by the executive officer had the incentive-based compensation been determined based on the restated amounts in the Restatement. The “Clawback Period” for which excess incentive-based compensation may be recovered includes the three completed fiscal years of the Company immediately preceding the date of the Restatement and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

Timing of Equity Awards

The Company has not granted stock options in more than sixteen years.  The Company does not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s common stock, such as a significant positive or negative earnings announcement, nor does the Company time the public release of such information based on equity grant dates. In addition, the Company does not grant equity awards during periods in which there is material nonpublic information about the Company, including during “blackout” periods or outside a “trading window” established pursuant to the Company’s Insider Trading Policy. These restrictions do not apply to other types of equity awards that do not include an exercise price related to the market price of the Company’s common shares on the date of grant.

If stock options were to be granted in the future, the Compensation Committee would determine the grant date, and the Company’s executive officers would not be permitted to choose the grant date for any stock option grants.

MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true