Definitive proxy statements

Award Timing Disclosure

v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Jun. 14, 2024
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure

As described above, in November 2023, the Compensation Committee approved stock option awards to Messrs. Caruso, Longcor and Kolean with respect to 900,000 shares, 500,000 shares, and 290,000 shares, respectively, subject to stockholder approval of an amendment to the 2021 Plan at the 2024 Annual Meeting of Stockholders. Under ASC 718, these stock option awards are considered granted on June 14, 2024, because stockholder approval was received on such date. No other equity awards were granted to the NEOs in 2024. We attempt to make equity awards during periods when we do not have material non-public information (“MNPI”) that could impact our stock price and we do not time the release of MNPI based on equity grant dates.

The following table presents information regarding stock options issued to our NEOs in 2024 with a grant date, under ASC 718, during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.

                          Percentage change in  
                          the closing market  
                          price of the securities  
                          underlying the award  
                          between the trading  
                          day ending  
                          immediately prior to  
                          the disclosure of  
                          material non-public  
                          information and the  
                          trading day beginning  
        Number of                 immediately following  
        securities     Exercise price           the disclosure of  
        underlying     of the award     Grant date fair     material non-public  
Name   Grant Date(1)   the award     ($/share)     value of award     information  
James V. Caruso   June 14, 2024     900,000     $ 2.65     $ 2,214,000       (13.7 )%
Jarrod Longcor   June 14, 2024     500,000     $ 2.65     $ 1,230,000       (13.7 )%
Chad J. Kolean   June 14, 2024     290,000     $ 2.65     $ 713,400       (13.7 )%
(1) As noted above, these grants were approved by the Compensation Committee in November 2023, with the exercise price set at the time of approval. Because these grants were subject to stockholder approval at the Company’s 2024 Annual Meeting of Stockholders, the grant date is June 14, 2024 under ASC 718. On June 14, 2024, the Company issued a Current Report on Form 8-K reporting the adoption of the amendment to the 2021 Plan as well as the voting results for the Company’s 2024 Annual Meeting of Stockholders.
 
Award Timing Method No other equity awards were granted to the NEOs in 2024. We attempt to make equity awards during periods when we do not have material non-public information (“MNPI”) that could impact our stock price and we do not time the release of MNPI based on equity grant dates.  
Award Timing Predetermined true  
Award Timing MNPI Considered false  
Award Timing, How MNPI Considered No other equity awards were granted to the NEOs in 2024. We attempt to make equity awards during periods when we do not have material non-public information (“MNPI”) that could impact our stock price and we do not time the release of MNPI based on equity grant dates.  
Awards Close in Time to MNPI Disclosures, Table

The following table presents information regarding stock options issued to our NEOs in 2024 with a grant date, under ASC 718, during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.

                          Percentage change in  
                          the closing market  
                          price of the securities  
                          underlying the award  
                          between the trading  
                          day ending  
                          immediately prior to  
                          the disclosure of  
                          material non-public  
                          information and the  
                          trading day beginning  
        Number of                 immediately following  
        securities     Exercise price           the disclosure of  
        underlying     of the award     Grant date fair     material non-public  
Name   Grant Date(1)   the award     ($/share)     value of award     information  
James V. Caruso   June 14, 2024     900,000     $ 2.65     $ 2,214,000       (13.7 )%
Jarrod Longcor   June 14, 2024     500,000     $ 2.65     $ 1,230,000       (13.7 )%
Chad J. Kolean   June 14, 2024     290,000     $ 2.65     $ 713,400       (13.7 )%
(1) As noted above, these grants were approved by the Compensation Committee in November 2023, with the exercise price set at the time of approval. Because these grants were subject to stockholder approval at the Company’s 2024 Annual Meeting of Stockholders, the grant date is June 14, 2024 under ASC 718. On June 14, 2024, the Company issued a Current Report on Form 8-K reporting the adoption of the amendment to the 2021 Plan as well as the voting results for the Company’s 2024 Annual Meeting of Stockholders.
 
James V. Caruso [Member]    
Awards Close in Time to MNPI Disclosures    
Name   James V. Caruso
Underlying Securities | shares   900,000
Exercise Price | $ / shares   $ 2.65
Fair Value as of Grant Date | $   $ 2,214,000
Underlying Security Market Price Change   (13.7)
Jarrod Longcor [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Jarrod Longcor
Underlying Securities | shares   500,000
Exercise Price | $ / shares   $ 2.65
Fair Value as of Grant Date | $   $ 1,230,000
Underlying Security Market Price Change   (13.7)
Chad J. Kolean [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Chad J. Kolean
Underlying Securities | shares   290,000
Exercise Price | $ / shares   $ 2.65
Fair Value as of Grant Date | $   $ 713,400
Underlying Security Market Price Change   (13.7)