Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Pay Versus Performance |
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Value of |
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$100 |
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Initial |
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Investment |
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Based on: |
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Average |
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Summary |
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Average |
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Compensation |
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Compensation |
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Table Total |
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Actually Paid |
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Summary |
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for Non-CEO |
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to Non-CEO |
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Compensation |
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Compensation |
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Named |
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Named |
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Total |
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Table Total for |
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Actually Paid |
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Executive |
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Executive |
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Shareholder |
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Net Loss |
Year |
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CEO |
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to CEO(1) |
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Officers(2) |
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Officers(3) |
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Return(4) |
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(in thousands) |
2025 |
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$ |
1,702,637 |
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$ |
1,102,225 |
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$ |
962,564 |
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$ |
621,878 |
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$ |
34.71 |
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$ |
(40,197) |
2024 |
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1,486,751 |
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1,037,677 |
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847,074 |
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572,118 |
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33.69 |
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(40,672) |
2023 |
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1,248,010 |
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841,840 |
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783,176 |
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550,263 |
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136.64 |
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(24,904) |
__________
| (1) |
Compensation actually paid to Mr. Lee for each of the fiscal years reported is calculated as follows:
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2025 |
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2024 |
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2023 |
Total compensation reported in Summary Compensation Table |
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$ |
1,702,637 |
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$ |
1,486,751 |
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$ |
1,248,010 |
Less: Grant date fair value of equity awarded in current year(a) |
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(699,972) |
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(599,998) |
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(600,002) |
Plus: |
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Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year |
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351,795 |
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381,866 |
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416,495 |
Change in fair value of outstanding awards granted in prior fiscal years(b) |
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(122,299) |
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(75,655) |
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(208,454) |
Vesting date fair value of equity awards granted and vested during the fiscal year |
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— |
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— |
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— |
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) |
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(62,755) |
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(37,287) |
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(14,209) |
Earnings paid on unvested awards for dividends or other earnings |
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— |
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— |
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— |
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions |
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(67,181) |
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(118,000) |
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— |
Compensation actually paid(d) |
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$ |
1,102,225 |
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$ |
1,037,677 |
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$ |
841,840 |
__________
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(a) |
Includes time-based options and performance-based restricted shares, which do not vest during the fiscal year awarded. |
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(b) |
Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts. |
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(c) |
Change in fair value from vesting date compared to December 31 of the prior fiscal year. |
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(d) |
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
| (2) |
Named Executive Officers in the calculation for each of the fiscal years reported are as follows: |
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Year |
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Non-CEO NEOs |
2025 |
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Lewis A. Fanger and Elaine L. Guidroz |
2023 - 2024 |
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Lewis A. Fanger and John Ferrucci |
| (3) |
Average compensation actually paid to non-CEO named executive officers reported on an average basis is calculated as follows: |
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2025 |
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2024 |
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2023 |
Total compensation reported in Summary Compensation Table |
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$ |
962,564 |
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$ |
847,074 |
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$ |
783,176 |
Less: Grant date fair value of equity awarded in current year(a) |
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(418,628) |
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(365,625) |
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(365,628) |
Plus: |
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Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year |
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280,088 |
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248,625 |
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254,590 |
Change in fair value of outstanding awards granted in prior fiscal years(b) |
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(71,497) |
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(61,577) |
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(129,760) |
Vesting date fair value of equity awards granted and vested during the fiscal year |
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— |
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— |
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— |
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) |
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(88,631) |
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(11,810) |
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7,885 |
Earnings paid on unvested awards for dividends or other earnings |
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— |
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— |
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— |
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions |
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(42,018) |
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(84,569) |
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— |
Compensation actually paid(d) |
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$ |
621,878 |
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$ |
572,118 |
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$ |
550,263 |
__________
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(a) |
Includes time-based options, time-based restricted shares, and performance-based restricted shares, which do not vest during the fiscal year awarded. |
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(b) |
Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts. |
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(c) |
Change in fair value from vesting date compared to December 31 of the prior fiscal year. |
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(d) |
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
| (4) |
Assumes $100 was invested on December 31, 2022. |
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| Named Executive Officers, Footnote |
| (2) |
Named Executive Officers in the calculation for each of the fiscal years reported are as follows: |
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Year |
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Non-CEO NEOs |
2025 |
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Lewis A. Fanger and Elaine L. Guidroz |
2023 - 2024 |
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Lewis A. Fanger and John Ferrucci |
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| PEO Total Compensation Amount |
$ 1,702,637
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$ 1,486,751
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$ 1,248,010
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| PEO Actually Paid Compensation Amount |
$ 1,102,225
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1,037,677
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841,840
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| Adjustment To PEO Compensation, Footnote |
| (1) |
Compensation actually paid to Mr. Lee for each of the fiscal years reported is calculated as follows:
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2025 |
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2024 |
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2023 |
Total compensation reported in Summary Compensation Table |
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$ |
1,702,637 |
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$ |
1,486,751 |
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$ |
1,248,010 |
Less: Grant date fair value of equity awarded in current year(a) |
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(699,972) |
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(599,998) |
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(600,002) |
Plus: |
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Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year |
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351,795 |
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381,866 |
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416,495 |
Change in fair value of outstanding awards granted in prior fiscal years(b) |
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(122,299) |
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(75,655) |
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(208,454) |
Vesting date fair value of equity awards granted and vested during the fiscal year |
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— |
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— |
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— |
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) |
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(62,755) |
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(37,287) |
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(14,209) |
Earnings paid on unvested awards for dividends or other earnings |
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— |
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— |
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— |
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions |
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(67,181) |
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(118,000) |
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— |
Compensation actually paid(d) |
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$ |
1,102,225 |
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$ |
1,037,677 |
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$ |
841,840 |
__________
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(a) |
Includes time-based options and performance-based restricted shares, which do not vest during the fiscal year awarded. |
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(b) |
Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts. |
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(c) |
Change in fair value from vesting date compared to December 31 of the prior fiscal year. |
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(d) |
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
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| Non-PEO NEO Average Total Compensation Amount |
$ 962,564
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847,074
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783,176
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 621,878
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572,118
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550,263
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (3) |
Average compensation actually paid to non-CEO named executive officers reported on an average basis is calculated as follows: |
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2025 |
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2024 |
|
2023 |
Total compensation reported in Summary Compensation Table |
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$ |
962,564 |
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$ |
847,074 |
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$ |
783,176 |
Less: Grant date fair value of equity awarded in current year(a) |
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(418,628) |
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(365,625) |
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(365,628) |
Plus: |
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|
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Fair value as of December 31 of awards granted during and outstanding at the end of the fiscal year |
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|
280,088 |
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|
248,625 |
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|
254,590 |
Change in fair value of outstanding awards granted in prior fiscal years(b) |
|
|
(71,497) |
|
|
(61,577) |
|
|
(129,760) |
Vesting date fair value of equity awards granted and vested during the fiscal year |
|
|
— |
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— |
|
|
— |
Change in fair value of awards granted in prior fiscal years and vested during the covered fiscal year(c) |
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|
(88,631) |
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(11,810) |
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|
7,885 |
Earnings paid on unvested awards for dividends or other earnings |
|
|
— |
|
|
— |
|
|
— |
Less: Fair value as of December 31 of awards granted in prior fiscal years that did not meet vesting conditions |
|
|
(42,018) |
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(84,569) |
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— |
Compensation actually paid(d) |
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$ |
621,878 |
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$ |
572,118 |
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$ |
550,263 |
__________
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(a) |
Includes time-based options, time-based restricted shares, and performance-based restricted shares, which do not vest during the fiscal year awarded. |
|
(b) |
Change in fair value from December 31 of the covered fiscal year compared to December 31 of the prior fiscal year. Each performance share included as part of the calculation represents a contingent right to receive one share of common stock, subject to satisfaction of certain performance metrics and vesting requirement. Amounts reported assume the performance metrics will be achieved at the target performance level, which is the most probable outcome as of the end of the fiscal year, unless otherwise noted. Interim values based on assumption of the most probable outcome may not ultimately reflect actual payouts. |
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(c) |
Change in fair value from vesting date compared to December 31 of the prior fiscal year. |
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(d) |
The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
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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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| Tabular List, Table |
Information Presented in the Pay versus Performance Table
We seek to align executive interests with all stakeholders by setting performance measures that provide a clear path to achieving long-term value. Because the Company generally places emphasis on long-term performance, compensation actually paid as disclosed in the table above may not specifically align with achievement of performance measures for a particular year.
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| Total Shareholder Return Amount |
$ 34.71
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33.69
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136.64
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| Net Income (Loss) |
$ (40,197,000)
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(40,672,000)
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(24,904,000)
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| PEO Name |
Mr. Lee
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| PEO |
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| Pay vs Performance Disclosure |
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| Portion of Compensation Allocated to Equity Awards |
41.00%
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| PEO | 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 |
$ (699,972)
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(599,998)
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(600,002)
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| PEO | 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 |
351,795
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381,866
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416,495
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| PEO | 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 |
(122,299)
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(75,655)
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(208,454)
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| PEO | 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 |
(62,755)
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(37,287)
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(14,209)
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| PEO | 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 |
(67,181)
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(118,000)
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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 |
(418,628)
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(365,625)
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(365,628)
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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 |
280,088
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248,625
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254,590
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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 |
(71,497)
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(61,577)
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(129,760)
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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 |
(88,631)
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(11,810)
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$ 7,885
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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 |
$ (42,018)
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$ (84,569)
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