Pay vs Performance Disclosure
pure in Thousands |
12 Months Ended |
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
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|
| 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 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 |
|
| Summary
Compensatio |
|
| 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 |
|
| 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) |
|
| 2023 |
| $ |
1,357,502 |
|
| $ |
1,137,559 |
|
| |
N/A |
|
| $ |
1,192,118 |
|
| $ |
1,401,079 |
|
| |
N/A |
|
| $ |
587,491 |
|
| $ |
558,663 |
|
| $ |
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 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 Messrs. McGregor and Kandris for 2021, 2022 and 2023 and our prior filings with the Securities and Exchange
Commission for information concerning Messrs. Kandris and Koehler for 2020. Mr. McGregor was appointed as our Chief Executive Officer
on August 1, 2023. Mr. Kandris was appointed as our Co-Chief Executive Officer in May 2020 and became our sole Chief Executive Officer
on September 30, 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 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) | |
| 2023 | | $ | 1,357,502 | | | $ | (846,000 | ) | | $ | 680,616 | | | $ | – | | | $ | – | | | $ | 1,192,118 | |
| 2022 | | | N/A | | | | N/A | | | | N/A | | | $ | – | | | $ | – | | | | N/A | |
| 2021 | | | N/A | | | | N/A | | | | N/A | | | $ | – | | | $ | – | | | | N/A | |
| 2020 | | | N/A | | | | N/A | | | | N/A | | | $ | – | | | $ | – | | | | N/A | |
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) |
|
| 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:
| 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) |
|
| 2023 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
–
|
|
| $ |
–
|
|
| |
N/A |
|
| 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. McGregor are as follows:
| 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) |
|
| 2023 |
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
| 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 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
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) |
|
| 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:
| 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) |
|
| 2023 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| 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, 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 adjustments 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 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. 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 Mr. McGregor for 2023 and Messrs. Kandris and Koehler for 2020, 2021, 2022
and 2023) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Robert R. Olander,
Auste M. Graham and James R. Sneed; (ii) for 2022, Bryon T. McGregor, Auste M. Graham, James R. Sneed and Christopher W. Wright; (iii)
for 2021, Bryon T. McGregor, Christopher W. Wright, James R. Sneed and Paul P. Koehler; and (iv) 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 Mr. McGregor for 2023 and Messrs. Kandris and Koehler
for 2020, 2021, 2022 and 2023), 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, for the periods noted above, Messrs. McGregor, 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, for the periods noted above, Messrs. McGregor, 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 |
|
| 2023 |
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
183,027 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
558,663 |
|
| 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 |
|
| 2023 |
| $ |
206,815 |
|
| $ |
(4,106 |
) |
| $ |
– |
|
| $ |
(19,682 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
183,027 |
|
| 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 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 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, provision/benefit for income taxes, asset impairments,
loss on extinguishment of debt, unrealized derivative gains and losses, acquisition-related expense, depreciation and amortization expense,
and fair value adjustments. While we use various performance measures in our compensation programs 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. For 2023, we modified our calculation of Adjusted EBITDA to exclude unrealized
non-cash gains and losses on derivative instruments. Unrealized gains and losses on derivatives are commodity price driven, mark-to-market
non-cash adjustments of derivative instruments for open positions related to future sales. For comparability between 2023 and prior years,
we have reflected this change in the Adjusted EBITDA amounts stated for 2020, 2021 and 2022. See Appendix D for a reconciliation
of Adjusted EBITDA to its most directly comparable measure under generally accepted accounting principles, consolidated net income (loss). |
|
|
|
|
|
|
|
|
| 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. 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) |
|
| 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:
| 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) |
|
| 2023 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| $ |
–
|
|
| $ |
–
|
|
| |
N/A |
|
| 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. McGregor are as follows:
| 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) |
|
| 2023 |
| $ |
731,500 |
|
| $ |
(10,029 |
) |
| $ |
– |
|
| $ |
(40,855 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
680,616 |
|
| 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 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
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) |
|
| 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:
| 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) |
|
| 2023 |
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| |
N/A |
|
| 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, 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 adjustments 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 NEOs, including
our PEOs. |
|
|
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[1] |
$ 587,491
|
|
$ 632,267
|
|
$ 843,060
|
|
$ 473,486
|
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
[2] |
$ 558,663
|
|
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 |
|
| 2023 |
| $ |
587,491 |
|
| $ |
(211,855 |
) |
| $ |
183,027 |
|
| $ |
– |
|
| $ |
– |
|
| $ |
558,663 |
|
| 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 |
|
| 2023 |
| $ |
206,815 |
|
| $ |
(4,106 |
) |
| $ |
– |
|
| $ |
(19,682 |
) |
| $ |
– |
|
| $ |
– |
|
| $ |
183,027 |
|
| 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 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. |
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
|
|
|
|
| Tabular List, Table |
|
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. Starting
in 2024, we have also begun to use Adjusted EBITDA ROA as a financial performance measure to link executive compensation actually paid
to our NEOs to our performance through performance-based equity incentive awards. See “Executive Compensation – Compensation
Discussion and Analysis – Compensation Decisions for 2023 – Annual Cash Incentive Compensation” and “—Long-Term
Equity Incentive Compensation – 2024 Performance-Based Equity Incentive Compensation Program” above.
|
|
|
|
|
|
|
|
| Total Shareholder Return Amount |
[3] |
$ 309.23
|
|
343.08
|
|
640
|
|
735.38
|
|
| Peer Group Total Shareholder Return Amount |
[4] |
74.51
|
|
93.7
|
|
177.3
|
|
184.82
|
|
| Net Income (Loss) |
[5] |
$ (29,270,000)
|
|
$ (42,862,000)
|
|
$ 44,217,000
|
|
$ (16,384,000)
|
|
| Company Selected Measure Amount |
[6] |
20,766
|
|
(5,743)
|
|
87,799
|
|
53,948
|
|
| Measure:: 1 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Other Measure |
|
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
[7] |
$ 1,357,502
|
|
|
[8],[9] |
|
[8],[9] |
|
[9] |
| PEO Actually Paid Compensation Amount |
[10] |
1,192,118
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
(846,000)
|
|
|
|
|
|
|
|
| Bryon T. McGregor [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
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 |
[8] |
|
|
|
|
|
|
|
|
| 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 |
|
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 |
|
(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 |
|
(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 |
[10] |
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 |
[11] |
(525,000)
|
|
(874,035)
|
|
(707,392)
|
|
(181,025)
|
|
| Michael D. Kandris [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
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 |
[8] |
|
|
|
|
|
|
|
|
| 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] |
|
[8],[9] |
|
[8],[9],[10] |
|
[8],[9] |
531,297
|
|
| PEO Actually Paid Compensation Amount |
|
|
[10] |
|
[10] |
|
[7] |
1,054,049
|
[10] |
| Neil M. Koehler [Member] | Less Reported Value of Equity Awards [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[11] |
|
|
|
|
|
|
|
|
| Neil M. Koehler [Member] | Equity Award Adjustments [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
[9] |
|
|
|
|
|
|
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 |
[8] |
|
|
|
|
|
|
|
|
| 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] | Year over Year Change in Fair Value of Outstanding and Unvested 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] | 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 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 |
|
(19,682)
|
|
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 |
|
(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] |
183,027
|
|
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 |
|
206,815
|
|
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 |
|
(4,106)
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|