Pay vs Performance Disclosure
pure in Thousands |
12 Months Ended |
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Pay vs Performance [Table Text Block] |
|
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 variable 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
Table |
|
| Summary
Compensation
Table |
|
| Compensation
Actually |
|
| Compensation
Actually |
|
| Average
Summary
Compensation |
|
| Average
Compensation |
|
| Value of Initial Fixed $100
Investment Based On: |
|
| |
|
| |
|
| Year |
| Total for
PEO
(Michael D.
Kandris)1 |
|
| Total for
PEO
(Neil M
. Koehler)1 |
|
| Actually
Paid to PEO
(Michael D.
Kandris)2 |
|
| Actually
Paid to PEO
(Neil M.
Koehler)2 |
|
| Table
Total for
Non-PEO
NEOs3 |
|
| 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) |
|
| (c) |
|
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| (g) |
|
| (h) |
|
| (i) |
|
| 2022 |
| $ |
1,493,272 |
|
| |
N/A |
|
| $ |
1,179,649 |
|
| |
N/A |
|
| $ |
632,267 |
|
| $ |
561,946 |
|
| $ |
343.08 |
|
| $ |
193.70 |
|
| $ |
(42,862 |
) |
| $ |
(9,760 |
) |
| 2021 |
| $ |
1,878,748 |
|
| |
N/A |
|
| $ |
1,712,162 |
|
| |
N/A |
|
| $ |
843,060 |
|
| $ |
843,025 |
|
| $ |
640.00 |
|
| $ |
277.30 |
|
| $ |
44,217 |
|
| $ |
76,800 |
|
| 2020 |
| $ |
749,925 |
|
| $ |
531,297 |
|
| $ |
2,119,851 |
|
| $ |
1,054,049 |
|
| $ |
473,486 |
|
| $ |
740,464 |
|
| $ |
735.38 |
|
| $ |
284.83 |
|
| $ |
(16,384 |
) |
| $ |
66,626 |
|
|
1 |
The dollar amounts reported in columns (b) are the amounts of
total compensation reported for Michael D. Kandris and Neil M. Koehler, our Chief Executive Officers and Co-Chief Executive Officers
for the periods stated below, for each corresponding year in the “Total” column of the applicable Summary Compensation Table
for the year. Refer to “Executive Compensation and Related Information – Summary Compensation Table” above for information
concerning Mr. Kandris and our prior filings with the Securities and Exchange Commission for information concerning Mr. Koehler. Mr.
Kandris was appointed as our Co-Chief Executive Officer in May 2020 and became our sole Chief Executive Officer on September 30, 2020.
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 Mr. Kandris and Mr. 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 Mr. Kandris or Mr. 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. Kandris’s total compensation for
each year to determine the compensation actually paid to him:
| 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) |
|
| 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 each year to determine
the compensation actually paid to him:
| 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) |
|
| 2022 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
–
|
|
| $ |
–
|
|
| |
N/A |
|
| 2021 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
– |
|
| $ |
– |
|
| |
N/A |
|
| 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. Kandris are as follows:
| 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) |
|
| 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:
| 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) |
|
| 2022 |
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| 2021 |
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| 2020 |
| $ |
–
|
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
522,752 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
522,752 |
|
|
(c) |
The amounts included in this column are the amounts reported
in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable
year. |
|
(d) |
The total pension benefit adjustments for each applicable year
for each of Messrs. 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 NEOs, including our PEOs. |
|
3 |
The dollar amounts reported in column (d) represent the average
of the amounts reported for our NEOs as a group (excluding Messrs. 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. Kandris and Koehler) included for purposes of calculating the average amounts
in each applicable year are as follows: (i) for 2022, Bryon T. McGregor, Auste M. Graham, James R. Sneed and Christopher W. Wright; (ii)
for 2021, Bryon T. McGregor, Christopher W. Wright, James R. Sneed and Paul P. Koehler; and (iii) for 2020, Bryon T. McGregor and Christopher
W. Wright. Mr. Wright retired in May 2022 and Paul P. Koehler 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. Kandris and Koehler), 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 (excluding Messrs. Kandris and Koehler) during the applicable year. 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. Kandris
and Koehler) 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 |
|
| 2022 |
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
198,626 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
561,946 |
|
| 2021 |
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,443 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,025 |
|
| 2020 |
| $ |
473,486 |
|
| $ |
(61,921 |
) |
| $ |
328,899 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
740,464 |
|
|
(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 |
|
| 2022 |
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
88,535 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
198,626 |
|
| 2021 |
| $ |
138,343 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,443 |
|
| 2020 |
| $ |
232,173 |
|
| $ |
107,321 |
|
| $ |
– |
|
| $ |
(10,595 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
328,899 |
|
|
(b) |
The total pension benefit adjustments 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 the period, 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 following published
industry index: The Nasdaq Clean Edge Green Energy 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 (loss) before interest expense, interest income, provision/benefit for income taxes, asset impairments,
loss on extinguishment of debt, acquisition-related expense, fair value adjustments, and depreciation and amortization expense. While
we use various performance measures for the purpose of evaluating performance for our compensation programs, we have determined
that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure
(that is 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. |
|
|
|
|
|
| Company Selected Measure Name |
|
Adjusted EBITDA
|
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
Michael D. Kandris and Neil M. Koehler
|
|
|
|
|
| Peer Group Issuers, Footnote [Text Block] |
|
The peer group used for this purpose is the following published
industry index: The Nasdaq Clean Edge Green Energy Index.
|
|
|
|
|
| Adjustment To PEO Compensation, Footnote [Text Block] |
|
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
each year to determine the compensation actually paid to him:
| 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) |
|
| 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 each year to determine
the compensation actually paid to him:
| 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) |
|
| 2022 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
–
|
|
| $ |
–
|
|
| |
N/A |
|
| 2021 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
– |
|
| $ |
– |
|
| |
N/A |
|
| 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. Kandris are as follows:
| 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) |
|
| 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:
| 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) |
|
| 2022 |
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| 2021 |
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| N/A |
|
| 2020 |
| $ |
–
|
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
522,752 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
522,752 |
|
|
(c) |
The amounts included in this column are the amounts reported
in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable
year. |
|
(d) |
The total pension benefit adjustments for each applicable year
for each of Messrs. 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 NEOs, including our PEOs. |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 632,267
|
|
$ 843,060
|
|
$ 473,486
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
$ 561,946
|
|
843,025
|
|
740,464
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
| 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 |
|
| 2022 |
| $ |
632,267 |
|
| $ |
(268,947 |
) |
| $ |
198,626 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
561,946 |
|
| 2021 |
| $ |
843,060 |
|
| $ |
(165,478 |
) |
| $ |
165,443 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
843,025 |
|
| 2020 |
| $ |
473,486 |
|
| $ |
(61,921 |
) |
| $ |
328,899 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
740,464 |
|
|
(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 |
|
| 2022 |
| $ |
95,214 |
|
| $ |
(25,042 |
) |
| $ |
39,919 |
|
| $ |
88,535 |
|
| $ |
–
|
|
| $ |
–
|
|
| $ |
198,626 |
|
| 2021 |
| $ |
138,343 |
|
| $ |
(19,883 |
) |
| $ |
– |
|
| $ |
46,983 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
165,443 |
|
| 2020 |
| $ |
232,173 |
|
| $ |
107,321 |
|
| $ |
– |
|
| $ |
(10,595 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
328,899 |
|
|
(b) |
The total pension benefit adjustments 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. |
|
|
|
|
|
| Tabular List [Table Text Block] |
|
Financial Performance Measure
As described in greater detail in “Executive
Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable 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. Adjusted EBITDA is the key financial performance measure
we use to link executive compensation actually paid to our NEOs for the most recently completed fiscal year to our performance. We do not use presently use any other financial performance measure
to link executive compensation actually paid to our NEOs to our performance. See “Executive
Compensation – Compensation Discussion and Analysis – Compensation Decisions for 2022 – Annual Cash Incentive Compensation.”
|
|
|
|
|
| Total Shareholder Return Amount |
[3] |
$ 343.08
|
|
640
|
|
735.38
|
| Peer Group Total Shareholder Return Amount |
[4] |
193.7
|
|
277.3
|
|
284.83
|
| Net Income (Loss) |
[5] |
$ (42,862,000)
|
|
$ 44,217,000
|
|
$ (16,384,000)
|
| Company Selected Measure Amount |
[6] |
(9,760)
|
|
76,800
|
|
66,626
|
| Michael D. Kandris [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Total Compensation Amount |
[7] |
$ 1,493,272
|
|
$ 1,878,748
|
|
$ 749,925
|
| PEO Actually Paid Compensation Amount |
[8] |
1,179,649
|
|
1,712,162
|
|
2,119,851
|
| Michael D. Kandris [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
(874,035)
|
|
(707,392)
|
|
(181,025)
|
| Michael D. Kandris [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[10] |
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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[11] |
|
|
|
|
|
| Michael D. Kandris [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[12] |
|
|
|
|
|
| Michael D. Kandris [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(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 [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
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 [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[9] |
|
|
|
|
|
| Neil M. Koehler [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[11] |
|
|
|
|
|
| Neil M. Koehler [Member] | Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
[12] |
|
|
|
|
|
| Neil M. Koehler [Member] | Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Neil M. Koehler [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Neil M. Koehler [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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
522,752
|
| 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 [Table] |
|
|
|
|
|
|
| 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Non-PEO NEO [Member] | Less Average Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(268,947)
|
|
(165,478)
|
|
(61,921)
|
| Non-PEO NEO [Member] | Average Equity Award Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
198,626
|
[13] |
165,443
|
[13] |
328,899
|
| Non-PEO NEO [Member] | Average Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Non-PEO NEO [Member] | Average Pension Benefit Adjustments [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
[14] |
|
[14] |
|
| Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
95,214
|
|
138,343
|
|
232,173
|
| Non-PEO NEO [Member] | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(25,042)
|
|
(19,883)
|
|
107,321
|
| Non-PEO NEO [Member] | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
39,919
|
|
|
|
|
| Non-PEO NEO [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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
88,535
|
|
46,983
|
|
(10,595)
|
| Non-PEO NEO [Member] | 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 [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
| Non-PEO NEO [Member] | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
|
|
|
|
|
|
|