Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure |
|
|
|
| Pay vs Performance Disclosure, Table |
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) to each of our Principal Executive Officers (“PEO”) and to our Non-PEO NEOs and certain Company performance for the fiscal years listed below. The disclosure follows SEC guidelines for smaller reporting companies.
The Pay versus Performance table below summarizes the compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2024, 2023 and 2022 calendar years.
|
Year
|
|
Summary
Compensation
Table Total for
PEO David P.
Mansfield ($)(1)
|
|
|
Summary
Compensation
Table Total for
Carol L. Houle
($)(1)
|
|
|
Summary
Compensation
Table Total for
Joseph B. Reilly
($)(1)
|
|
|
Compensation
Actually Paid to
PEO David P.
Mansfield
($)(1)(3)
|
|
|
Compensation
Actually Paid to
Carol L. Houle
($)(1)(3)
|
|
|
Compensation
Actually Paid to
Joseph B. Reilly
($)(1)(3)
|
|
|
2024
|
|
|
n/a |
|
|
|
673,100 |
|
|
|
588,787 |
|
|
|
n/a |
|
|
|
367,688 |
|
|
|
597,148 |
|
|
2023
|
|
|
n/a |
|
|
|
670,354 |
|
|
|
646,538 |
|
|
|
n/a |
|
|
|
841,528 |
|
|
|
702,951 |
|
|
2022
|
|
|
2,099,117 |
|
|
|
357,768 |
|
|
|
n/a |
|
|
|
(852,242 |
) |
|
|
(607,535 |
) |
|
|
n/a |
|
|
Year
|
|
Average Summary
Compensation Table
Total for Non-PEO
NEOs ($)(2)
|
|
|
Average Compensation
Actually Paid to Non-
PEO NEOs ($)(2)(3)
|
|
|
Value of Initial Fixed
$100 Investment Based
on Total Shareholder
Return
|
|
|
Net Income
(in millions)
($)
|
|
|
2024
|
|
|
561,701 |
|
|
|
590,853 |
|
|
|
$61.76 |
|
|
|
7.3 |
|
|
2023
|
|
|
631,467 |
|
|
|
688,814 |
|
|
|
$54.55 |
|
|
|
11.0 |
|
|
2022
|
|
|
269,065 |
|
|
|
(8,643 |
) |
|
|
$39.44 |
|
|
|
(21.5 |
) |
|
(1)
|
Carol L. Houle was appointed Interim Chief Executive Officer on December 20, 2022, and served as a PEO through February 9, 2024. Concurrently, Joseph B. Reilly assumed the role of sole Chief Executive Officer on February 9, 2024. David P. Mansfield served as the Company’s PEO through December 20, 2022.
|
|
(2)
|
Joseph Mancini served as a Non-PEO NEO for the three years covered in the table, and Kenneth R. Fisher was a Non-PEO NEO during 2024 calendar year, he was not employed at the Company in 2022 or 2023.
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|
(3)
|
The dollar amounts reported represent CAP, as calculated in accordance with SEC rules. See table below.
|
|
|
|
| PEO Total Compensation Amount |
$ 588,787
|
$ 646,538
|
$ 0
|
| PEO Actually Paid Compensation Amount |
$ 597,148
|
702,951
|
0
|
| Adjustment To PEO Compensation, Footnote |
Calculation of Compensation Actually Paid (CAP). To calculate the CAP to our PEOs and Non-PEO NEOs in the table above according to SEC reporting rules, the following adjustments were made to Total Compensation as reported in the Summary Compensation Table for calendar year 2024.
| |
|
2024
|
|
| |
|
Carol L. Houle
|
|
|
Joseph B. Reilly
|
|
|
Average Non-
PEO NEOs
|
|
|
Total Compensation from Summary Compensation Table
|
|
$ |
673,100 |
|
|
$ |
588,787 |
|
|
$ |
561,701 |
|
|
Adjustments for Equity Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment for grant date values in the Summary Compensation Table
|
|
|
— |
|
|
|
— |
|
|
|
(146,559 |
) |
|
Year-end fair value of unvested awards granted in the current year
|
|
|
— |
|
|
|
— |
|
|
|
167,760 |
|
|
Year-over-year difference of year-end fair values for unvested awards granted in prior years
|
|
|
— |
|
|
|
5,312 |
|
|
|
13,237 |
|
|
Fair values at vest date for awards granted and vested in current year
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years
|
|
|
— |
|
|
|
3,049 |
|
|
|
(5,286) |
|
|
Forfeitures during current year equal to prior year-end fair value
|
|
|
(305,412) |
|
|
|
— |
|
|
|
— |
|
|
Dividends or dividend equivalents not otherwise included in total compensation
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Adjustments for Equity Awards
|
|
|
(305,412) |
|
|
|
8,361 |
|
|
|
29,152 |
|
|
Compensation Actually Paid (as calculated)
|
|
$ |
367,688 |
|
|
$ |
597,148 |
|
|
$ |
590,853 |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 561,701
|
631,467
|
269,065
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 590,853
|
688,814
|
(8,643)
|
| Compensation Actually Paid vs. Total Shareholder Return |
Pay Versus Performance: Graphical Description. The following graphs present the relationship during 2024, 2023, and 2022 between compensation “actually paid” as defined by SEC rule and shown above) for the Chief Executive Officers and other NEOs on an average basis.
Relationship Between Compensation Actually Paid and the Company’s Total Shareholder Return
|
|
|
| Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid and the Company’s Net Income.
|
|
|
| Total Shareholder Return Amount |
$ 61.76
|
54.55
|
39.44
|
| Net Income (Loss) |
7,300
|
11,000
|
(21,500)
|
| Former PEO Two [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
0
|
0
|
2,099,117
|
| PEO Actually Paid Compensation Amount |
0
|
0
|
(852,242)
|
| Former PEO One [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| PEO Total Compensation Amount |
673,100
|
670,354
|
357,768
|
| PEO Actually Paid Compensation Amount |
367,688
|
$ 841,528
|
$ (607,535)
|
| PEO |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
8,361
|
|
|
| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| 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 |
0
|
|
|
| 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 |
5,312
|
|
|
| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| 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 |
3,049
|
|
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| 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 |
0
|
|
|
| PEO | Former PEO One [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(305,412)
|
|
|
| PEO | Former PEO One [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Former PEO One [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Former PEO One [Member] | 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 |
0
|
|
|
| PEO | Former PEO One [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| PEO | Former PEO One [Member] | 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 |
0
|
|
|
| PEO | Former PEO One [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(305,412)
|
|
|
| PEO | Former PEO One [Member] | 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 |
0
|
|
|
| Non-PEO NEO |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
29,152
|
|
|
| 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 |
(146,559)
|
|
|
| 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 |
167,760
|
|
|
| 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 |
13,237
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| 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 |
(5,286)
|
|
|
| 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 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
| 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 |
$ 0
|
|
|