Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
|
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the
relationship between executive compensation actually paid and certain financial performance of Alto Ingredients, Inc. For further information
concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive
Compensation and Related Information – Compensation Discussion and Analysis” above.
| |
| Summary Compensation |
|
| Summary Compensation |
|
| Summary Compensation |
|
| Compensation |
|
| Compensation |
|
| Compensation |
|
| Average Summary |
|
| Average |
|
| Value of Initial Fixed $100 Investment
Based On: |
|
| |
|
| |
|
| Year |
| Table Total
for PEO
(Bryon T. McGregor)1 |
|
| Table Total
for PEO
(Michael D. Kandris)1 |
|
| Table Total
for PEO
(Neil M. Koehler)1 |
|
| Actually Paid
to PEO
(Bryon T. McGregor)2 |
|
| Actually Paid
to PEO
(Michael D. Kandris)2 |
|
| Actually Paid
to PEO
(Neil M. Koehler)2 |
|
| Compensation
Table Total
for Non-PEO
NEOs3 |
|
| Compensation
Actually Paid
to Non-PEO
NEOs4 |
|
| Total
Shareholder
Return5 |
|
| Peer Group
Total
Shareholder
Return6 |
|
| Net Income
(loss)
(in thousands)7 |
|
| Adjusted
EBITDA
(in thousands)8 |
|
| (a) |
| (b) |
|
| (b) |
|
| (b) |
|
| (c) |
|
| (c) |
|
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| (g) |
|
| (h) |
|
| (i) |
|
| 2024 |
| $ |
1,262,735 |
|
| |
N/A |
|
| |
N/A |
|
| $ |
867,654 |
|
| |
N/A |
|
| |
N/A |
|
| $ |
617,217 |
|
| $ |
484,503 |
|
| $ |
140.00 |
|
| $ |
41.58 |
|
| $ |
(58,984 |
) |
| $ |
(8,531 |
) |
| 2023 |
| $ |
1,357,502 |
|
| $ |
1,137,559 |
|
| |
N/A |
|
| $ |
1,192,118 |
|
| $ |
1,401,079 |
|
| |
N/A |
|
| $ |
587,491 |
|
| $ |
619,761 |
|
| $ |
309.23 |
|
| $ |
74.51 |
|
| $ |
(29,270 |
) |
| $ |
20,766 |
|
| 2022 |
| |
N/A |
|
| $ |
1,493,272 |
|
| |
N/A |
|
| |
N/A |
|
| $ |
1,179,649 |
|
| |
N/A |
|
| $ |
632,267 |
|
| $ |
575,007 |
|
| $ |
343.08 |
|
| $ |
93.70 |
|
| $ |
(42,862 |
) |
| $ |
(5,743 |
) |
| 2021 |
| |
N/A |
|
| $ |
1,878,748 |
|
| |
N/A |
|
| |
N/A |
|
| $ |
1,712,162 |
|
| |
N/A |
|
| $ |
843,060 |
|
| $ |
843,350 |
|
| $ |
640.00 |
|
| $ |
177.30 |
|
| $ |
44,217 |
|
| $ |
87,799 |
|
| 2020 |
| |
N/A |
|
| $ |
749,925 |
|
| $ |
531,297 |
|
| |
N/A |
|
| $ |
2,119,851 |
|
| $ |
1,054,049 |
|
| $ |
473,486 |
|
| $ |
1,069,362 |
|
| $ |
735.38 |
|
| $ |
184.82 |
|
| $ |
(16,384 |
) |
| $ |
53,948 |
|
|
1 |
The dollar amounts reported in columns (b) are the amounts of
total compensation reported for Bryon T. McGregor, Michael D. Kandris and Neil M. Koehler, our Chief Executive Officers and Co-Chief
Executive Officers for the periods stated in this footnote below, for each corresponding year in the “Total” column of the
Summary Compensation Table for the applicable year. Refer to “Executive Compensation and Related Information – Summary Compensation
Table” above for information concerning Mr. McGregor for 2024 and 2023, and our prior filings with the Securities and Exchange
Commission for information concerning Mr. Kandris for 2023, 2022, 2021 and 2020, and concerning Mr. Koehler for 2020. Mr. McGregor was
appointed as our Chief Executive Officer in August 2023. Mr. Kandris was appointed as our Co-Chief Executive Officer in May 2020 and
became our sole Chief Executive Officer in September 2020 and continued in that position until the appointment of Mr. McGregor. Prior
to Mr. Kandris’s appointment in May 2020, Mr. Koehler served as our sole Chief Executive Officer. |
|
2 |
The dollar amounts reported in columns (c) represent the respective
amounts of “compensation actually paid” to Messrs. McGregor, Kandris and Koehler, as computed in accordance with Item 402(v)
of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. McGregor, Kandris
or Koehler during the applicable year. |
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. McGregor’s total compensation for 2024 and 2023 to determine the compensation actually
paid to him:
| Year |
| Reported
Summary
Compensation
Table Total
for PEO
(Bryon T. McGregor) |
|
| Less
Reported
Value of
Equity
Awards(a) |
|
| Equity
Award
Adjustments(b) |
|
| Reported
Change in
the Actuarial
Present
Value of
Pension
Benefits(c) |
|
| Pension
Benefit
Adjustments(d) |
|
| Compensation
Actually Paid
to PEO
(Bryon T. McGregor) |
|
| 2024 |
| $ |
1,262,735 |
|
| $ |
(615,760 |
) |
| |
220,679 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
867,654 |
|
| 2023 |
| $ |
1,357,502 |
|
| $ |
(846,000 |
) |
| $ |
680,616 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,192,118 |
|
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. Kandris’s total compensation for 2023, 2022, 2021 and 2020 to determine the compensation
actually paid to him. Mr. Kandris did not serve as our PEO during 2024.
| Year |
| Reported
Summary
Compensation
Table Total
for PEO
(Michael D. Kandris) |
|
| Less
Reported
Value of
Equity
Awards(a) |
|
| Equity
Award
Adjustments(b) |
|
| Reported
Change in
the Actuarial
Present
Value of
Pension
Benefits(c) |
|
| Pension
Benefit
Adjustments(d) |
|
| Compensation
Actually Paid
to PEO
(Michael D. Kandris) |
|
| 2023 |
| $ |
1,137,559 |
|
| $ |
(525,000 |
) |
| $ |
788,520 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,401,079 |
|
| 2022 |
| $ |
1,493,272 |
|
| $ |
(874,035 |
) |
| $ |
560,412 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,179,649 |
|
| 2021 |
| $ |
1,878,748 |
|
| $ |
(707,392 |
) |
| $ |
540,806 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,712,162 |
|
| 2020 |
| $ |
749,925 |
|
| $ |
(181,025 |
) |
| $ |
1,550,951 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
2,119,851 |
|
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. Koehler’s total compensation for 2020 to determine the compensation actually paid
to him. Mr. Koehler did not serve as our PEO for any period during 2021 through 2024.
| Year |
| Reported
Summary
Compensation
Table Total
for PEO
(Neil M. Koehler) |
|
| Less
Reported
Value of
Equity
Awards(a) |
|
| Equity
Award Adjustments(b) |
|
| Reported
Change in
the Actuarial
Present
Value of
Pension
Benefits(c) |
|
| Pension
Benefit
Adjustments(d) |
|
| Compensation Actually Paid to PEO
(Neil M. Koehler) |
|
| 2020 |
| $ |
531,297 |
|
| $ |
– |
|
| $ |
522,752 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,054,049 |
|
|
(a) |
The reported values of equity awards in the tables above
are the total grant date fair values of equity awards as reported in the “Stock Awards” column in the Summary Compensation
Table for the applicable year. |
|
(b) |
The equity award adjustments for each applicable year include
the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end
of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable
vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting
date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the
applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of
grant. |
The amounts deducted or added in calculating the equity award
adjustments for Mr. McGregor are as follows. Mr. McGregor did not serve as our PEO for any period during 2020 through 2022.
| Year |
| Year End Fair Value of Equity Awards
(Bryon T. McGregor) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Bryon T. McGregor) |
|
| 2024 |
| $ |
485,144 |
|
| $ |
(219,770 |
) |
| $ |
– |
|
| $ |
(44,695 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
220,679 |
|
| 2023 |
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
The amounts deducted or added in calculating the equity award
adjustments for Mr. Kandris are as follows. Mr. Kandris did not serve as our PEO during 2024.
| Year |
| Year End Fair Value of Equity Awards
(Michael D. Kandris) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Michael D. Kandris) |
|
| 2023 |
| $ |
931,000 |
|
| $ |
(28,081 |
) |
| $ |
– |
|
| $ |
(114,399 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
788,520 |
|
| 2022 |
| $ |
368,554 |
|
| $ |
(159,360 |
) |
| $ |
– |
|
| $ |
351,218 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
560,412 |
|
| 2021 |
| $ |
592,780 |
|
| $ |
(77,500 |
) |
| $ |
– |
|
| $ |
25,526 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
540,806 |
|
| 2020 |
| $ |
1,357,500 |
|
| $ |
214,641 |
|
| $ |
– |
|
| $ |
(21,190 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
1,550,951 |
|
The amounts deducted or added in calculating the equity award
adjustments for Mr. Koehler are as follows. Mr. Koehler did not serve as our PEO for any period during 2021 through 2024.
| Year |
| Year End Fair Value of Equity Awards
(Neil M. Koehler) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Neil M. Koehler) |
|
| 2020 |
| $ |
– |
|
| $ |
– |
|
| $ |
– |
|
| $ |
522,752 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
522,752 |
|
|
(c) |
The amounts included in this column are the amounts reported,
if any, in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each
applicable year. There were no such amounts for any applicable year, therefore we have excluded the “Change in Pension and Nonqualified
Deferred Compensation” column from the Summary Compensation Table. |
|
(d) |
The total pension benefit adjustment amount for each applicable
year for each of Messrs. McGregor, Kandris and Koehler was $0.00. We do not presently have, nor have we had in the past for any of the
periods covered, any pension plans for the benefit of our PEOs or other NEOs. |
|
3 |
The dollar amounts reported in column (d) represent the average
of the amounts reported for our NEOs as a group (excluding Messrs. McGregor, Kandris and Koehler, who served as Chief Executive Officers
or Co-Chief Executive Officers during the periods covered) in the “Total” column of the Summary Compensation Table in each
applicable year. The names of each of the NEOs (excluding Messrs. McGregor, Kandris and Koehler for the applicable years during which
they served as our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024,
Todd E. Benton, Robert R. Olander, Auste M. Graham and James R. Sneed; (ii) for 2023, Robert R. Olander, Auste M. Graham and James R.
Sneed; (iii) for 2022, Bryon T. McGregor, Auste M. Graham, James R. Sneed and Christopher W. Wright; (iv) for 2021, Bryon T. McGregor,
Christopher W. Wright, James R. Sneed and Paul P. Koehler; and (v) for 2020, Bryon T. McGregor and Christopher W. Wright. Mr. Wright,
our former General Counsel, retired in May 2022 and Paul P. Koehler, or former Vice President of Corporate Development, retired in February
2021. The included averages are affected by the retirements of Messrs. Wright and Koehler in 2022 and 2021, respectively, resulting in
compensation reported only for the periods through their respective dates of retirement, but in the case of Mr. Wright, also include
his post-retirement compensation under a consulting arrangement for the remainder of 2022. |
|
4 |
The dollar amounts reported in column (e) represent the average
amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. McGregor, Kandris and Koehler for the applicable
years during which they served as our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect
the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year (excluding Messrs. McGregor,
Kandris and Koehler for the applicable years during which they served as our PEO). In accordance with the requirements of Item 402(v)
of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. McGregor,
Kandris and Koehler for the applicable years during which they served as our PEO) for each year to determine the compensation actually
paid to them, using the same methodology described above in Note 2: |
| Year |
| Average
Reported Summary Compensation Table Total for Non-PEO NEOs |
|
| Less
Average
Reported
Value of Equity Awards |
|
| Average Equity
Award Adjustments(a) |
|
| Average
Reported
Change in the Actuarial Present Value of Pension Benefits |
|
| Average Pension Benefit Adjustments(b) |
|
| Average Compensation Actually Paid to Non-PEO NEOs |
|
| 2024 |
| $ |
617,217 |
|
| $ |
(204,584 |
) |
| |
71,870 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
484,503 |
|
| 2023 |
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
244,125 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
619,761 |
|
| 2022 |
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
211,687 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
575,007 |
|
| 2021 |
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,768 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,350 |
|
| 2020 |
| $ |
473,486 |
|
| $ |
(61,921 |
) |
| $ |
657,797 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,069,362 |
|
|
(a) |
The amounts deducted or added in calculating the total average
equity award adjustments are as follows: |
| Year |
| Average
Year End Fair Value of Equity Awards |
|
| Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Average
Equity
Award
Adjustments |
|
| 2024 |
| $ |
161,187 |
|
| $ |
(73,699 |
) |
| $ |
– |
|
| $ |
(15,618 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
71,870 |
|
| 2023 |
| $ |
275,753 |
|
| $ |
(5,475 |
) |
| $ |
– |
|
| $ |
(26,153 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
244,125 |
|
| 2022 |
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
101,596 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
211,687 |
|
| 2021 |
| $ |
138,668 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,768 |
|
| 2020 |
| $ |
464,346 |
|
| $ |
214,641 |
|
| $ |
– |
|
| $ |
(21,190 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
657,797 |
|
|
(b) |
The total pension benefit adjustment amount for each applicable
year for each of our NEOs was $0.00. We do not presently have, nor have we had in the past for any of the periods covered, any pension
plans for the benefit of our NEOs. |
|
5 |
Cumulative Total
Shareholder Return, or TSR, is calculated by dividing (i) the sum of the cumulative amount of dividends for the measurement period, assuming
dividend reinvestment (which dividends totaled $0.00 for all periods), and the difference between our share price at the end of the measurement
period and the beginning of the measurement period, by (ii) our share price at the beginning of the measurement period. |
|
6 |
The peer group used for this purpose is The Nasdaq Clean Edge
Green Energy Index, a published industry index. |
|
7 |
The dollar amounts reported represent the amount of income (loss)
available to common stockholders reflected in our audited financial statements for the applicable year. |
|
8 |
Adjusted EBITDA is defined
as unaudited consolidated net income or loss before interest expense, interest income, unrealized derivative gains and losses, acquisition-related
expense, provision or benefit for income taxes, asset impairments, depreciation and amortization expense, and fair value adjustments.
While we use various performance measures in our compensation program to evaluate performance, we have determined that Adjusted EBITDA
is the financial performance measure that, in our assessment, represents the most important performance measure (not otherwise
required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal
year, to our performance. See Appendix C for a reconciliation of Adjusted EBITDA to consolidated net income (loss), its most
directly comparable measure under generally accepted accounting principles. |
|
|
|
|
|
| Company Selected Measure Name |
|
Adjusted EBITDA
|
|
|
|
|
| Named Executive Officers, Footnote |
|
Michael D. Kandris and Neil M. Koehler
|
|
|
|
|
| Peer Group Issuers, Footnote |
|
The peer group used for this purpose is The Nasdaq Clean Edge
Green Energy Index, a published industry index.
|
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
|
In accordance with the requirements of Item 402(v) of Regulation
S-K, the following adjustments were made to Mr. Koehler’s total compensation for 2020 to determine the compensation actually paid
to him. Mr. Koehler did not serve as our PEO for any period during 2021 through 2024.
| Year |
| Reported
Summary
Compensation
Table Total
for PEO
(Neil M. Koehler) |
|
| Less
Reported
Value of
Equity
Awards(a) |
|
| Equity
Award Adjustments(b) |
|
| Reported
Change in
the Actuarial
Present
Value of
Pension
Benefits(c) |
|
| Pension
Benefit
Adjustments(d) |
|
| Compensation Actually Paid to PEO
(Neil M. Koehler) |
|
| 2020 |
| $ |
531,297 |
|
| $ |
– |
|
| $ |
522,752 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,054,049 |
|
|
(a) |
The reported values of equity awards in the tables above
are the total grant date fair values of equity awards as reported in the “Stock Awards” column in the Summary Compensation
Table for the applicable year. |
|
(b) |
The equity award adjustments for each applicable year include
the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable
year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from
the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end
of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date;
(iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable
vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting
date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the
applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of
grant. |
The amounts deducted or added in calculating the equity award
adjustments for Mr. McGregor are as follows. Mr. McGregor did not serve as our PEO for any period during 2020 through 2022.
| Year |
| Year End Fair Value of Equity Awards
(Bryon T. McGregor) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Bryon T. McGregor) |
|
| 2024 |
| $ |
485,144 |
|
| $ |
(219,770 |
) |
| $ |
– |
|
| $ |
(44,695 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
220,679 |
|
| 2023 |
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
The amounts deducted or added in calculating the equity award
adjustments for Mr. Kandris are as follows. Mr. Kandris did not serve as our PEO during 2024.
| Year |
| Year End Fair Value of Equity Awards
(Michael D. Kandris) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Michael D. Kandris) |
|
| 2023 |
| $ |
931,000 |
|
| $ |
(28,081 |
) |
| $ |
– |
|
| $ |
(114,399 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
788,520 |
|
| 2022 |
| $ |
368,554 |
|
| $ |
(159,360 |
) |
| $ |
– |
|
| $ |
351,218 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
560,412 |
|
| 2021 |
| $ |
592,780 |
|
| $ |
(77,500 |
) |
| $ |
– |
|
| $ |
25,526 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
540,806 |
|
| 2020 |
| $ |
1,357,500 |
|
| $ |
214,641 |
|
| $ |
– |
|
| $ |
(21,190 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
1,550,951 |
|
The amounts deducted or added in calculating the equity award
adjustments for Mr. Koehler are as follows. Mr. Koehler did not serve as our PEO for any period during 2021 through 2024.
| Year |
| Year End Fair Value of Equity Awards
(Neil M. Koehler) |
|
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Equity
Award
Adjustments
(Neil M. Koehler) |
|
| 2020 |
| $ |
– |
|
| $ |
– |
|
| $ |
– |
|
| $ |
522,752 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
522,752 |
|
|
(c) |
The amounts included in this column are the amounts reported,
if any, in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each
applicable year. There were no such amounts for any applicable year, therefore we have excluded the “Change in Pension and Nonqualified
Deferred Compensation” column from the Summary Compensation Table. |
|
(d) |
The total pension benefit adjustment amount for each applicable
year for each of Messrs. McGregor, Kandris and Koehler was $0.00. We do not presently have, nor have we had in the past for any of the
periods covered, any pension plans for the benefit of our PEOs or other NEOs. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 617,217
|
$ 587,491
|
$ 632,267
|
$ 843,060
|
$ 473,486
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
$ 484,503
|
619,761
|
575,007
|
843,350
|
1,069,362
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
| Year |
| Average
Reported Summary Compensation Table Total for Non-PEO NEOs |
|
| Less
Average
Reported
Value of Equity Awards |
|
| Average Equity
Award Adjustments(a) |
|
| Average
Reported
Change in the Actuarial Present Value of Pension Benefits |
|
| Average Pension Benefit Adjustments(b) |
|
| Average Compensation Actually Paid to Non-PEO NEOs |
|
| 2024 |
| $ |
617,217 |
|
| $ |
(204,584 |
) |
| |
71,870 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
484,503 |
|
| 2023 |
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
244,125 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
619,761 |
|
| 2022 |
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
211,687 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
575,007 |
|
| 2021 |
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,768 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,350 |
|
| 2020 |
| $ |
473,486 |
|
| $ |
(61,921 |
) |
| $ |
657,797 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
1,069,362 |
|
|
(a) |
The amounts deducted or added in calculating the total average
equity award adjustments are as follows: |
| Year |
| Average
Year End Fair Value of Equity Awards |
|
| Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards |
|
| Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year |
|
| Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year |
|
| Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year |
|
| Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
| Total
Average
Equity
Award
Adjustments |
|
| 2024 |
| $ |
161,187 |
|
| $ |
(73,699 |
) |
| $ |
– |
|
| $ |
(15,618 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
71,870 |
|
| 2023 |
| $ |
275,753 |
|
| $ |
(5,475 |
) |
| $ |
– |
|
| $ |
(26,153 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
244,125 |
|
| 2022 |
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
101,596 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
211,687 |
|
| 2021 |
| $ |
138,668 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,768 |
|
| 2020 |
| $ |
464,346 |
|
| $ |
214,641 |
|
| $ |
– |
|
| $ |
(21,190 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
657,797 |
|
|
(b) |
The total pension benefit adjustment amount for each applicable
year for each of our NEOs was $0.00. We do not presently have, nor have we had in the past for any of the periods covered, any pension
plans for the benefit of our NEOs. |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, the amount
of compensation actually paid to Messrs. McGregor and Kandris for the applicable years during which either of them served as our PEO,
is, with the exception of 2023, generally aligned with our cumulative TSR over the period presented in the table. For 2023, Mr. McGregor
received an additional award of restricted stock upon his elevation in mid-2023 to his position as our President and Chief Executive Officer,
pushing his compensation higher for the year. Since Mr. Koehler’s compensation is included for only one year, we are unable to provide
an analysis of the alignment of his compensation with our cumulative TSR over the five-year period.
The average amount of compensation actually paid
to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is also generally aligned with our cumulative
TSR over the five-year period presented in the table.
The overall alignment of compensation actually
paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our PEOs
for the applicable periods and the other NEOs (excluding our PEOs for the years in which they served in that capacity) is comprised of
short-term cash incentive awards linked to our Adjusted EBITDA which we believe itself is directly and positively correlated with our
stock price and therefore to our TSR, and also because a significant portion of the compensation actually paid to those persons is through
equity awards the value of which are directly linked to our stock price and therefore to our TSR.
As described in more detail in the section “Executive
Compensation – Compensation Discussion and Analysis,” for 2024, the targeted value of our short-term cash incentive compensation
was between 60% and 80%, and the targeted value of our equity awards was between approximately 80% and
170%, in each case depending on the particular NEO, of base compensation awarded to our NEOs.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
Compensation Actually Paid and Net Income (Loss)
As demonstrated by the following graph, the amount
of compensation actually paid to Messrs. McGregor and Kandris for the relevant periods during which either of them served as our PEO,
is, with the exception of 2020, somewhat aligned with our net income (loss) over the period presented in the table. For 2020, Mr.
Kandris received an additional award of restricted stock upon his elevation in mid-2020 to the position of President and Chief Executive
Officer, pushing his compensation significantly higher for the year. Since Mr. Koehler’s compensation is included for only one year,
we are unable to provide an analysis of the alignment of his compensation with our net income (loss) over the five-year period.
The average amount of compensation actually paid
to our NEOs as a group (excluding our PEOs for the years in which they served in that capacity) is, with the exception of 2020, somewhat
aligned with our net income (loss) over the period presented in the table.
Mr. Kandris and our other NEOs received grants
of equity in 2020 and their total compensation increased substantially due to the subsequent large increase in the market price of our
common stock through year-end, neither of which recurred in similar magnitude in subsequent years. The substantial grant of equity in
mid-2020 to Mr. Kandris was made in respect of his elevation to the position of Co-Chief Executive Officer and in anticipation of his
impending status as our sole Chief Executive Officer, which occurred in the succeeding months, as well as Mr. Kandris’s key efforts
in furtherance of the successful and timely pivot of our sole business focus away from renewable fuel toward specialty alcohols and essential
ingredients during the coronavirus pandemic in the midst of a bleak market for transportation fuels.
Although we do not use net income (loss) as a performance
measure in our overall executive compensation program, that metric is correlated to our primary financial performance measure, Adjusted
EBITDA, which we do use when setting goals in our short-term incentive compensation plan and in making cash awards to our NEOs. As described in more detail in “Executive
Compensation – Compensation Discussion and Analysis,” for 2024, the targeted value of our short-term incentive compensation
was between approximately 60% and 80%, depending on the particular NEO, of base compensation awarded to our NEOs.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
Compensation Actually Paid and Adjusted EBITDA
As demonstrated by the following graph, the amount
of compensation actually paid to Messrs. McGregor and Kandris for the relevant periods during which either of them served as our PEO,
and the average amount of compensation actually paid to our NEOs as a group (excluding our PEOs for the years in which they served in
that capacity), is, with the exception of 2020, generally aligned with our Adjusted EBITDA over the period presented in the table.
Since Mr. Koehler’s compensation is included
for only one year, we are unable to provide an analysis of the alignment of his compensation with our Adjusted EBITDA over the five-year
period. As noted above, Mr. Kandris received a substantial grant of equity in mid-2020, the value of which increased significantly due
to the large increase in the price of our common stock through year-end. This grant of equity elevated Mr. Kandris’s compensation
for 2020 to an unusually high level and reduced the alignment of his compensation with our Adjusted EBITDA when compared with 2021.
While we
use various financial and non-financial performance measures to evaluate performance for our compensation program, we have determined
that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure
(not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently
completed fiscal year, to our performance. We use Adjusted EBITDA as our primary financial performance measure when setting goals in our
short-term incentive compensation plan and in determining cash awards to our NEOs.
As described in more detail in “Executive
Compensation – Compensation Discussion and Analysis,” for 2024, the targeted value of our short-term incentive compensation
was between approximately 60% and 80%, depending on the particular NEO, of base compensation awarded to our NEOs.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
Our Cumulative TSR and Peer Group Cumulative
TSR
As demonstrated by the following graph, our cumulative
TSR was $140 while the cumulative TSR of the peer group presented for this purpose, The Nasdaq Clean Edge Green Energy Index, was $42,
in each case over the five-year period presented in the table. Our TSR outperformed the Index during the first year and remained higher
than the Index during the succeeding four years presented in the table. We believe that our cumulative TSR outperformance compared to
the Index represents our superior overall performance arising from the successful pivot of our sole business focus away from renewable
fuel toward specialty alcohols and essential ingredients. For more information regarding our performance and the companies that the Compensation
Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”
|
|
|
|
|
| Tabular List, Table |
|
Financial Performance Measure
As described in greater detail in “Executive
Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance
philosophy. The measures we use for both our short- and long-term incentive awards are selected based on our objective to incentivize
our NEOs to increase the value of our company over both the short- and long-term.
|
|
|
|
|
| Total Shareholder Return Amount |
[3] |
$ 140
|
309.23
|
343.08
|
640
|
735.38
|
| Peer Group Total Shareholder Return Amount |
[4] |
41.58
|
74.51
|
93.7
|
177.3
|
184.82
|
| Net Income (Loss) |
[5] |
$ (58,984)
|
$ (29,270,000)
|
$ (42,862,000)
|
$ 44,217,000
|
$ (16,384,000)
|
| Company Selected Measure Amount |
[6] |
(8,531)
|
20,766,000
|
(5,743,000)
|
87,799,000
|
53,948,000
|
| Bryon T. McGregor [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[7] |
$ 1,262,735
|
$ 1,357,502
|
|
|
|
| PEO Actually Paid Compensation Amount |
[8] |
867,654
|
1,192,118
|
|
|
|
| Bryon T. McGregor [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
(615,760)
|
(846,000)
|
|
|
|
| Bryon T. McGregor [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[10] |
220,679
|
680,616
|
|
|
|
| Bryon T. McGregor [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
| Bryon T. McGregor [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[12] |
|
|
|
|
|
| Bryon T. McGregor [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
485,144
|
731,500
|
|
|
|
| Bryon T. McGregor [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(219,770)
|
(10,029)
|
|
|
|
| Bryon T. McGregor [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(44,695)
|
(40,855)
|
|
|
|
| Bryon T. McGregor [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Michael D. Kandris [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[7] |
|
1,137,559
|
1,493,272
|
1,878,748
|
749,925
|
| PEO Actually Paid Compensation Amount |
[8] |
|
1,401,079
|
1,179,649
|
1,712,162
|
2,119,851
|
| Michael D. Kandris [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
|
(525,000)
|
(874,035)
|
(707,392)
|
(181,025)
|
| Michael D. Kandris [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[10] |
|
788,520
|
560,412
|
540,806
|
1,550,951
|
| Michael D. Kandris [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
| Michael D. Kandris [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[12] |
|
|
|
|
|
| Michael D. Kandris [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
931,000
|
368,554
|
592,780
|
1,357,500
|
| Michael D. Kandris [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(28,081)
|
(159,360)
|
(77,500)
|
214,641
|
| Michael D. Kandris [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Michael D. Kandris [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(114,399)
|
351,218
|
25,526
|
(21,190)
|
| Michael D. Kandris [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Michael D. Kandris [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[7] |
|
|
|
|
531,297
|
| PEO Actually Paid Compensation Amount |
[8] |
|
|
|
|
1,054,049
|
| Neil M. Koehler [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
|
|
|
|
|
| Neil M. Koehler [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[10] |
|
|
|
|
522,752
|
| Neil M. Koehler [Member] | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
| Neil M. Koehler [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[12] |
|
|
|
|
|
| Neil M. Koehler [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
522,752
|
| Non-PEO NEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(15,618)
|
|
|
|
|
| Non-PEO NEO | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
(26,153)
|
101,596
|
46,983
|
(21,190)
|
| Non-PEO NEO | Less Average Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(204,584)
|
(211,855)
|
(268,947)
|
(165,478)
|
(61,921)
|
| Non-PEO NEO | Average Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[13] |
71,870
|
244,125
|
211,687
|
165,768
|
657,797
|
| Non-PEO NEO | Average Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Non-PEO NEO | Average Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[14] |
|
|
|
|
|
| Non-PEO NEO | Average Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
161,187
|
275,753
|
95,214
|
138,668
|
464,346
|
| Non-PEO NEO | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
(73,699)
|
(5,475)
|
(25,042)
|
(19,883)
|
214,641
|
| Non-PEO NEO | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
39,919
|
|
|
| Non-PEO NEO | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
| Non-PEO NEO | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
|
|
|