Pay vs Performance Disclosure - USD ($)
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5 Months Ended |
7 Months Ended |
12 Months Ended |
Jun. 05, 2024 |
Dec. 31, 2024 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Pay Versus Performance The information below is provided in accordance with the SEC pay versus performance disclosure rules set forth in Item 402(v) of Regulation S-K under the Exchange Act. 2024 Pay Versus Performance Table | | | | | | | | | | | | | | | | | | | | | | 2024 | | | 189,367,735 | | | 4,036,928 | | | 251,228,687 | | | 4,036,928 | | | 14,102,512 | | | 18,165,309 | | | 56.12 | | | 27.97 | | | 2023 | | | n/a | | | 1,163,706 | | | n/a | | | 1,163,706 | | | 297,965 | | | 303,565 | | | 402.40 | | | (1.07) | | | 2022 | | | n/a | | | 1,070,101 | | | n/a | | | 1,070,101 | | | 277,089 | | | 290,571 | | | 66.22 | | | (0.28) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
| Brad Jacobs was the principal executive officer (“PEO”) starting on June 6, 2024, following the closing of the Equity Investment. Mark Meller was PEO for 2022 and 2023 and, for 2024, until Mr. Jacobs’ appointment. Joseph Macaluso was the only non-PEO Named Executive Officer (“non-PEO NEO”) for 2022 and 2023. Mr. Essaid, Mr. Signorello and Mr. Smith were the non-PEO NEOs for 2024. |
(2)
| The dollar amounts reported as “compensation actually paid” are 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 any PEO or NEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2024 reported in the SCT above to determine the “compensation actually paid”: |
| | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 189,367,735 | | | (188,199,466) | | | 250,060,418 | | | — | | | — | | | 251,228,687 | | | 2024 | | | PEO (Meller) | | | 4,036,928 | | | — | | | — | | | — | | | — | | | 4,036,928 | | | 2024 | | | Non-PEO NEOs | | | 14,102,512 | | | (12,501,893) | | | 16,564,689 | | | — | | | — | | | 18,165,309 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the SCT for the applicable year, generally representing the grant date fair value of equity awards granted in 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 change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the 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) 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 methodologies and assumptions used to estimate the 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 set forth in the following table: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 250,060,418 | | | — | | | — | | | — | | | — | | | — | | | 250,060,418 | | | 2024 | | | PEO (Meller) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2024 | | | Non-PEO NEOs | | | 16,564,689 | | | — | | | — | | | — | | | — | | | — | | | 16,564,689 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c)
| There were no changes in the actuarial present value of pension benefits for the years in the table |
(d)
| There were no pension benefits adjustments for the years in the table. |
(3)
| Cumulative TSR is calculated based on the value of an initial fixed investment of $100 in our common stock as of December 31, 2021. |
(4)
| The dollar amounts reported represent the amount of net income (or loss) reflected in the audited financial statements for the applicable year. |
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| Named Executive Officers, Footnote |
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(1)
| Brad Jacobs was the principal executive officer (“PEO”) starting on June 6, 2024, following the closing of the Equity Investment. Mark Meller was PEO for 2022 and 2023 and, for 2024, until Mr. Jacobs’ appointment. Joseph Macaluso was the only non-PEO Named Executive Officer (“non-PEO NEO”) for 2022 and 2023. Mr. Essaid, Mr. Signorello and Mr. Smith were the non-PEO NEOs for 2024. |
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| Adjustment To PEO Compensation, Footnote |
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(2)
| The dollar amounts reported as “compensation actually paid” are 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 any PEO or NEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2024 reported in the SCT above to determine the “compensation actually paid”: |
| | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 189,367,735 | | | (188,199,466) | | | 250,060,418 | | | — | | | — | | | 251,228,687 | | | 2024 | | | PEO (Meller) | | | 4,036,928 | | | — | | | — | | | — | | | — | | | 4,036,928 | | | 2024 | | | Non-PEO NEOs | | | 14,102,512 | | | (12,501,893) | | | 16,564,689 | | | — | | | — | | | 18,165,309 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the SCT for the applicable year, generally representing the grant date fair value of equity awards granted in 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 change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the 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) 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 methodologies and assumptions used to estimate the 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 set forth in the following table: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 250,060,418 | | | — | | | — | | | — | | | — | | | — | | | 250,060,418 | | | 2024 | | | PEO (Meller) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2024 | | | Non-PEO NEOs | | | 16,564,689 | | | — | | | — | | | — | | | — | | | — | | | 16,564,689 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c)
| There were no changes in the actuarial present value of pension benefits for the years in the table |
(d)
| There were no pension benefits adjustments for the years in the table. |
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| Non-PEO NEO Average Total Compensation Amount |
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$ 14,102,512
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$ 297,965
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$ 277,089
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| Non-PEO NEO Average Compensation Actually Paid Amount |
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$ 18,165,309
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303,565
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290,571
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| Adjustment to Non-PEO NEO Compensation Footnote |
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(2)
| The dollar amounts reported as “compensation actually paid” are 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 any PEO or NEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for 2024 reported in the SCT above to determine the “compensation actually paid”: |
| | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 189,367,735 | | | (188,199,466) | | | 250,060,418 | | | — | | | — | | | 251,228,687 | | | 2024 | | | PEO (Meller) | | | 4,036,928 | | | — | | | — | | | — | | | — | | | 4,036,928 | | | 2024 | | | Non-PEO NEOs | | | 14,102,512 | | | (12,501,893) | | | 16,564,689 | | | — | | | — | | | 18,165,309 | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)
| The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns (as applicable) in the SCT for the applicable year, generally representing the grant date fair value of equity awards granted in 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 change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the 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) 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 methodologies and assumptions used to estimate the 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 set forth in the following table: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 250,060,418 | | | — | | | — | | | — | | | — | | | — | | | 250,060,418 | | | 2024 | | | PEO (Meller) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2024 | | | Non-PEO NEOs | | | 16,564,689 | | | — | | | — | | | — | | | — | | | — | | | 16,564,689 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(c)
| There were no changes in the actuarial present value of pension benefits for the years in the table |
(d)
| There were no pension benefits adjustments for the years in the table. |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Total Shareholder Return Amount |
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$ 56.12
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402.4
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66.22
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| Net Income (Loss) |
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$ 27,970,000
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$ (1,070,000.00)
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$ (280,000)
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| PEO Name |
Mark Meller
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Brad Jacobs
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Mark Meller
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Mark Meller
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| Equity Awards Adjustments, Footnote |
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(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 change in fair value during the current year of any equity awards granted in a prior year that are outstanding and unvested as of the end of the 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) 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 methodologies and assumptions used to estimate the 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 set forth in the following table: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | PEO (Jacobs) | | | 250,060,418 | | | — | | | — | | | — | | | — | | | — | | | 250,060,418 | | | 2024 | | | PEO (Meller) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 2024 | | | Non-PEO NEOs | | | 16,564,689 | | | — | | | — | | | — | | | — | | | — | | | 16,564,689 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Brad Jacobs [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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$ 189,367,735
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| PEO Actually Paid Compensation Amount |
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251,228,687
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| Mark Meller [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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4,036,928
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$ 1,163,706
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$ 1,070,101
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| PEO Actually Paid Compensation Amount |
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4,036,928
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$ 1,163,706
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$ 1,070,101
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| PEO | Brad Jacobs [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Aggregate Pension Adjustments Service Cost |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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(188,199,466)
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| PEO | Brad Jacobs [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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250,060,418
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| PEO | Brad Jacobs [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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250,060,418
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| PEO | Brad Jacobs [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Brad Jacobs [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Aggregate Pension Adjustments Service Cost |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| PEO | Mark Meller [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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(12,501,893)
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| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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16,564,689
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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16,564,689
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| 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 |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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0
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| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
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$ 0
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