NATIONAL BANK HOLDINGS CORP, DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Dec. 31, 2024
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name National Bank Holdings Corp
Entity Central Index Key 0001475841
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Year

Summary
Compensation
Table Total for
G. Timothy

Compensation
Actually Paid to
G. Timothy
Laney¹˒²˒³

Average
Summary
Compensation
Table Total for

Average
Compensation
Actually Paid to
Non-PEO

Value of Initial
Fixed $100
Investment
based on:5

Net Income
($ Millions)

Core Net Income6
($ Millions)

Laney¹
($)

($)

Non-PEO NEOs1
($)

NEOs1,2,4
($)

TSR
($)

Peer
Group TSR
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

2024

3,945,839

5,129,595

1,124,497

1,364,577

139.10

130.96

118.8

124.4

2023

3,578,101

3,258,465

1,030,317

978,460

116.81

115.69

142.0

142.6

2022

3,290,389

2,753,340

1,012,024

848,531

128.11

116.15

71.3

99.3

2021

3,009,547

5,550,207

957,694

1,442,256

130.93

124.78

93.6

94.9

2020

2,638,125

3,091,647

749,558

865,017

95.54

91.32

88.6

90.5

1.G. Timothy Laney was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

2020

2021

2022

2023

2024

Aldis Birkans

Aldis Birkans

Aldis Birkans

Aldis Birkans

Aldis Birkans

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Nicole Van Denabeele

Brendan Zahl

Brendan Zahl

Christopher S. Randall

Christopher S. Randall

Richard U. Newfield, Jr.

Christopher S. Randall

Angela N. Petrucci

Angela N. Petrucci

Angela N. Petrucci

Christopher S. Randall

Zsolt K. Besskó

Angela N. Petrucci

2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the amounts set forth in the “Total” column in the Summary Compensation Table with certain adjustments as described in footnotes 3 and 4 below.

3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

Year

Summary Compensation Table Total for G. Timothy Laney
($)

Exclusion of Stock Awards and Option Awards for G. Timothy Laney
($)

Inclusion of Equity Values for G. Timothy Laney
($)

Compensation Actually Paid to G. Timothy Laney
($)

2024

3,945,839

(1,664,934)

2,848,690

5,129,595

2023

3,578,101

(1,441,511)

1,121,875

3,258,465

2022

3,290,389

(1,049,904)

512,855

2,753,340

2021

3,009,547

(1,186,672)

3,727,332

5,550,207

2020

2,638,125

(1,049,955)

1,503,477

3,091,647

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for G. Timothy Laney
($)

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for G. Timothy Laney
($)

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for G. Timothy Laney
($)

Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for G. Timothy Laney
($)

Total - Inclusion of
Equity Values for G. Timothy Laney
($)

2024

2,088,605

717,280

7,689

35,116

2,848,690

2023

1,620,838

8,005

(528,891)

21,922

1,121,875

2022

807,175

9,633

(323,368)

19,416

512,855

2021

1,371,004

1,743,632

592,202

20,494

3,727,332

2020

1,755,817

55,149

(326,015)

18,526

1,503,477

4.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Non-PEO NEOs (as a group) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. See footnote 1 for the names of non-PEO NEOs included in the calculation for each fiscal year.

Year

Average Summary Compensation Table Total for Non-PEO NEOs
($)

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs
($)

Average Inclusion of Equity Values for Non-PEO NEOs
($)

Average Compensation Actually Paid to Non-PEO NEOs
($)

2024

1,124,497

(352,231)

592,311

1,364,577

2023

1,030,317

(309,897)

258,040

978,460

2022

1,012,024

(303,194)

139,701

848,531

2021

957,694

(302,312)

786,874

1,442,256

2020

749,558

(235,359)

350,818

865,017

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)

Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($)

Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)

2024

439,166

145,558

359

7,227

592,311

2023

349,133

10,329

(106,210)

4,788

258,040

2022

196,870

1,373

(62,736)

4,194

139,701

2021

349,664

323,957

108,347

4,906

786,874

2020

393,596

6,256

(54,058)

5,024

350,818

5.The Peer Group TSR set forth in this table utilizes the KRX Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the applicable fiscal year in the Company and in the KRX Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

6.We determined Core Net Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024, which is the highest weighted Company-based financial performance metric we used for our 2024 STIP, as described in more detail in the section “Executive Short-Term Incentive Plan Compensation” above. For purposes of this “Pay Versus Performance Disclosure” section, we have calculated Core Net Income based on the methodology described in “Metric Definitions” above. Core Net Income is a non-GAAP measure that is adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of mergers and acquisitions charges, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges and (e) other extraordinary items that the Compensation Committee deems appropriate. A reconciliation of this measure to the comparable GAAP financial measure appears in Appendix A. This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

       
Company Selected Measure Name Core Net Income        
Named Executive Officers, Footnote
1.G. Timothy Laney was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

2020

2021

2022

2023

2024

Aldis Birkans

Aldis Birkans

Aldis Birkans

Aldis Birkans

Aldis Birkans

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Richard U. Newfield, Jr.

Nicole Van Denabeele

Brendan Zahl

Brendan Zahl

Christopher S. Randall

Christopher S. Randall

Richard U. Newfield, Jr.

Christopher S. Randall

Angela N. Petrucci

Angela N. Petrucci

Angela N. Petrucci

Christopher S. Randall

Zsolt K. Besskó

Angela N. Petrucci

       
Peer Group Issuers, Footnote

5.The Peer Group TSR set forth in this table utilizes the KRX Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the applicable fiscal year in the Company and in the KRX Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

       
PEO Total Compensation Amount $ 3,945,839 $ 3,578,101 $ 3,290,389 $ 3,009,547 $ 2,638,125
PEO Actually Paid Compensation Amount $ 5,129,595 3,258,465 2,753,340 5,550,207 3,091,647
Adjustment To PEO Compensation, Footnote
3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

Year

Summary Compensation Table Total for G. Timothy Laney
($)

Exclusion of Stock Awards and Option Awards for G. Timothy Laney
($)

Inclusion of Equity Values for G. Timothy Laney
($)

Compensation Actually Paid to G. Timothy Laney
($)

2024

3,945,839

(1,664,934)

2,848,690

5,129,595

2023

3,578,101

(1,441,511)

1,121,875

3,258,465

2022

3,290,389

(1,049,904)

512,855

2,753,340

2021

3,009,547

(1,186,672)

3,727,332

5,550,207

2020

2,638,125

(1,049,955)

1,503,477

3,091,647

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for G. Timothy Laney
($)

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for G. Timothy Laney
($)

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for G. Timothy Laney
($)

Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for G. Timothy Laney
($)

Total - Inclusion of
Equity Values for G. Timothy Laney
($)

2024

2,088,605

717,280

7,689

35,116

2,848,690

2023

1,620,838

8,005

(528,891)

21,922

1,121,875

2022

807,175

9,633

(323,368)

19,416

512,855

2021

1,371,004

1,743,632

592,202

20,494

3,727,332

2020

1,755,817

55,149

(326,015)

18,526

1,503,477

       
Non-PEO NEO Average Total Compensation Amount $ 1,124,497 1,030,317 1,012,024 957,694 749,558
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,364,577 978,460 848,531 1,442,256 865,017
Adjustment to Non-PEO NEO Compensation Footnote
4.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the Non-PEO NEOs (as a group) as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. See footnote 1 for the names of non-PEO NEOs included in the calculation for each fiscal year.

Year

Average Summary Compensation Table Total for Non-PEO NEOs
($)

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs
($)

Average Inclusion of Equity Values for Non-PEO NEOs
($)

Average Compensation Actually Paid to Non-PEO NEOs
($)

2024

1,124,497

(352,231)

592,311

1,364,577

2023

1,030,317

(309,897)

258,040

978,460

2022

1,012,024

(303,194)

139,701

848,531

2021

957,694

(302,312)

786,874

1,442,256

2020

749,558

(235,359)

350,818

865,017

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)

Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($)

Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)

2024

439,166

145,558

359

7,227

592,311

2023

349,133

10,329

(106,210)

4,788

258,040

2022

196,870

1,373

(62,736)

4,194

139,701

2021

349,664

323,957

108,347

4,906

786,874

2020

393,596

6,256

(54,058)

5,024

350,818

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

       
Tabular List, Table

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.

Core Net Income

Asset Quality (Non-Performing Assets Ratio)

Relative Total Shareholder Return (rTSR)

Adjusted Diluted Earnings Per Share (Adjuted Diluted EPS)

       
Total Shareholder Return Amount $ 139.1 116.81 128.11 130.93 95.54
Peer Group Total Shareholder Return Amount 130.96 115.69 116.15 124.78 91.32
Net Income (Loss) $ 118,800,000 $ 142,000,000 $ 71,300,000 $ 93,600,000 $ 88,600,000
Company Selected Measure Amount 124,400,000 142,600,000 99,300,000 94,900,000 90,500,000
PEO Name G. Timothy Laney        
Equity Awards Adjustments, Footnote

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for G. Timothy Laney
($)

Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for G. Timothy Laney
($)

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for G. Timothy Laney
($)

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for G. Timothy Laney
($)

Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for G. Timothy Laney
($)

Total - Inclusion of
Equity Values for G. Timothy Laney
($)

2024

2,088,605

717,280

7,689

35,116

2,848,690

2023

1,620,838

8,005

(528,891)

21,922

1,121,875

2022

807,175

9,633

(323,368)

19,416

512,855

2021

1,371,004

1,743,632

592,202

20,494

3,727,332

2020

1,755,817

55,149

(326,015)

18,526

1,503,477

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)

Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)

Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($)

Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)

2024

439,166

145,558

359

7,227

592,311

2023

349,133

10,329

(106,210)

4,788

258,040

2022

196,870

1,373

(62,736)

4,194

139,701

2021

349,664

323,957

108,347

4,906

786,874

2020

393,596

6,256

(54,058)

5,024

350,818

       
Measure:: 1          
Pay vs Performance Disclosure          
Name Core Net Income        
Non-GAAP Measure Description
6.We determined Core Net Income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024, which is the highest weighted Company-based financial performance metric we used for our 2024 STIP, as described in more detail in the section “Executive Short-Term Incentive Plan Compensation” above. For purposes of this “Pay Versus Performance Disclosure” section, we have calculated Core Net Income based on the methodology described in “Metric Definitions” above. Core Net Income is a non-GAAP measure that is adjusted to eliminate the effects of the following: (a) changes in law or accounting principles, (b) one-time effects of mergers and acquisitions charges, (c) gains or losses on the extinguishment of debt or the sale of investment securities, (d) restructuring charges and (e) other extraordinary items that the Compensation Committee deems appropriate. A reconciliation of this measure to the comparable GAAP financial measure appears in Appendix A. This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Asset Quality (Non-Performing Assets Ratio)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return (rTSR)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Diluted Earnings Per Share (Adjuted Diluted EPS)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,664,934) $ (1,441,511) $ (1,049,904) $ (1,186,672) $ (1,049,955)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,848,690 1,121,875 512,855 3,727,332 1,503,477
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 2,088,605 1,620,838 807,175 1,371,004 1,755,817
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 717,280 8,005 9,633 1,743,632 55,149
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 7,689 (528,891) (323,368) 592,202 (326,015)
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 35,116 21,922 19,416 20,494 18,526
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 (352,231) (309,897) (303,194) (302,312) (235,359)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 592,311 258,040 139,701 786,874 350,818
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 439,166 349,133 196,870 349,664 393,596
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 145,558 10,329 1,373 323,957 6,256
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 359 (106,210) (62,736) 108,347 (54,058)
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 $ 7,227 $ 4,788 $ 4,194 $ 4,906 $ 5,024
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

In 2024, we did not grant any stock options, stock appreciation rights or similar awards and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any executive officer, director or employee. Accordingly, the Compensation Committee does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and it does not take material non-public information into account when determining the timing and terms of such awards.

Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee does not grant equity awards in anticipation of the release of material non-public information, nor is the timing of disclosures of material non-public information based on equity award grant dates.

Award Timing Method Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year.
Award Timing MNPI Considered false
Award Timing, How MNPI Considered the Compensation Committee does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true