Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure [Table]      
Disclosure - Pay vs Performance Disclosure
             
  Andy Heyward (1)        
Year

Summary

Compensation Table Total ($) (2)

Compensation

Actually Paid ($)

Average Summary Compensation Table
Total fo

r Non-PEO NEOs ($) (3)

Average Compensation Actually Paid to Non-PEO NEOs ($) (4)

Value of Initial Fixed $100 Investment
Based on

Cumulative TSR ($) (5)

Net Loss
(in 000s)($) (6)
2025 1,141,189 1,141,189 426,453 460,804 15.48 (24,532)
2024 1,075,384 698,509 423,220 409,937 12.69 (20,739)
2023 1,492,368 (1,861,069) 359,086 247,838 29.89 (77,103)
   
Named Executive Officers, Footnote [Text Block]

 

  (1) Mr. Heyward served as our Chief Executive Officer and Chairman during each of the three years presented in the table.
     
  (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) in each applicable year.
     
  (3) The dollar amounts reported in this column represent the average of the amounts reported for Non-PEO NEOs in the “Total” column of the SCT in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in 2025 and 2024 were Brian Parisi and Michael A. Jaffa and in 2023 were Brian Parisi, Michael A. Jaffa, and Michael Hirsh.
     
  (4) The dollar amounts reported in this column represent the average amount of CAP to Non-PEO NEOs as a group, as computed in accordance with SEC rules described below.
     
  (5) The cumulative total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 in the Company’s common stock at December 31, 2022. The Company did not issue dividends during any of the covered periods.
     
  (6) The dollar amounts reported in this column are the Company’s net loss amounts reflected in the Company’s audited financial statements for the applicable year.
   
Compensation Actually Paid $ 1,141,189 $ 698,509 $ (1,861,069)
Adjustment To PEO Compensation, Footnote [Text Block]

 

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below.

 

 

 

 

The following tables below detail these adjustments to compensation as reported in the Summary Compensation Table:

 

    Andy Heyward  
Reported Summary Compensation Table Total for 2025   $ 1,141,189  
Deduct: Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT      
Add: Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested      
Add: Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested      
Add: Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year      
Compensation Actually Paid for 2025   $ 1,141,189  
         
Reported Summary Compensation Table Total for 2024   $ 1,075,384  
Deduct: Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT      
Add: Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested      
Add: Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested      
Add: Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year     (376,875 )
Compensation Actually Paid for 2024   $ 698,509  
         
Reported Summary Compensation Table Total for 2023   $ 1,492,368  
Deduct: Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT      
Add: Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested      
Add: Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested     (3,056,250 )
Add: Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year     (297,188 )
Compensation Actually Paid for 2023   $ (1,861,070 )
   
Average Reported Summary Compensation $ 426,453 423,220 359,086
Average Compensation Actually Paid $ 460,804 409,937 247,838
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

    Average Non-PEO NEOs  
Average Reported Summary Compensation Table Total for 2025   $ 426,453  
Deduct: Average Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT     (237,375 )
Add: Average Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested     270,000  
Add: Average Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested     758  
Add: Average Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year     968  
Average Compensation Actually Paid for 2025   $ 460,804  
         
Average Reported Summary Compensation Table Total for 2024   $ 423,220  
Deduct: Average Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT      
Add: Average Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested      
Add: Average Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested     (8,680 )
Add: Average Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year     (4,603 )
Average Compensation Actually Paid for 2024   $ 409,937  
         
Average Reported Summary Compensation Table Total for 2023   $ 359,086  
Deduct: Average Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT     (16,683 )
Add: Average Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested     16,217  
Add: Average Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested      
Add: Average Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year     (110,781 )
Average Compensation Actually Paid for 2023   $ 247,838  
   
Compensation Actually Paid and Cumulative Total Shareholder Return

Compensation Actually Paid and Cumulative Total Shareholder Return

 

The graph below compares the compensation actually paid to our PEOs and the average of the compensation actually paid to our remaining NEOs, with our cumulative total shareholder return for the fiscal years ended December 31, 2025, 2024, and 2023. Total shareholder return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2022.

 

 

   
Compensation Actually Paid and Net Loss

Compensation Actually Paid and Net Loss

 

The graph below compares the compensation actually paid to our PEOs and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended December 31, 2025, 2024, and 2023.

 

 

 

   
Value of Initial Fixed $100 Investment Based On Cumulative TSR $ 15.48 12.69 29.89
Net Income/ (Loss) $ (24,532) $ (20,739) $ (77,103)
PEO Name Mr. Heyward Mr. Heyward Mr. Heyward
Non-PEO NEO [Member] | Deduct: Average Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (237,375) $ 0 $ (16,683)
Non-PEO NEO [Member] | Add: Average Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 270,000 0 16,217
Non-PEO NEO [Member] | Add: Average Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 758 (8,680) 0
Non-PEO NEO [Member] | Add: Average Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 968 (4,603) (110,781)
Andy Heyward [Member]      
Pay vs Performance Disclosure [Table]      
Reported Summary Compensation 1,141,189 1,075,384 1,492,368
Compensation Actually Paid 1,141,189 698,509 (1,861,070)
Andy Heyward [Member] | PEO [Member] | Deduct: Fair Value of Equity Awards Under the “Stock Awards” and “Option Awards” Column in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Andy Heyward [Member] | PEO [Member] | Add: Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Andy Heyward [Member] | PEO [Member] | Add: Change in Year Over Year End Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 (3,056,250)
Andy Heyward [Member] | PEO [Member] | Add: Change in Prior Year End Fair Value and Vesting Date Fair Value of Equity Awards Granted in Prior Years that Vested During the Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ (376,875) $ (297,188)