Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table sets forth additional compensation information of our principal executive officer (“PEO”) and our other NEOs (averaged) along with total shareholder return, and net income (loss) for our 2025 and 2024 fiscal years:

 

 

 

Summary Compensation Table Total for PEO (1)(2)

 

 

Compensation Actually Paid to PEO (1) (2)

 

 

Average Summary Compensation Table Total for
Non-PEO NEOs
 (1) (2)

 

 

Average Compensation Actually Paid to Non-PEO NEOs
 (1) (2)

 

 

Value of Initial Fixed $100 Investment Based on: Company Total Shareholder Return (3)

 

 

Net Income (Loss)
(in thousands)
(4)

 

Year

 

Condor

 

Platzer

 

 

Condor

 

Platzer

 

 

 

 

 

 

 

 

 

 

 

 

 

2025

 

$

6,413,560

 

$

 

 

$

4,005,149

 

$

 

 

$

2,997,287

 

 

$

1,806,287

 

 

$

95.91

 

 

$

51,305

 

2024

 

$

 

$

9,381,995

 

 

$

 

$

9,240,139

 

 

$

3,182,092

 

 

$

3,547,773

 

 

$

179.92

 

 

$

(103,359

)

_______________

(1)
Our PEOs and non-PEO NEOs for each reported fiscal year were:

Year

 

PEO

 

Non-PEO NEOs

2025

 

Theresa Condor

 

Celia Pelaz
Gabriel Oehme

2024

 

Peter Platzer

 

Theresa Condor
Leonardo Basola

 

(2)
The dollar amounts reported represent the amount of compensation actual paid (“CAP”), as calculated in accordance with Item 402(v) of Regulation S-K and do not affect the actual amounts or compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. A reconciliation of Total Compensation from the Summary Compensation Table to CAP for our PEO and non-PEO NEOs (as an average) is shown below:

 

 

PEO

 

 

 

2025

 

 

2024

 

Adjustments

 

Condor

 

 

Platzer

 

Summary Compensation Table

 

$

6,413,560

 

 

$

9,381,995

 

Subtract Grant date fair value of equity awards granted in the covered year

 

 

5,363,460

 

 

 

8,887,750

 

Equity award adjustments:

 

 

 

 

 

 

Add Year-end fair value of outstanding and unvested equity awards granted in the covered year

 

 

3,018,750

 

 

 

5,386,179

 

Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

(209,005

)

 

 

1,258,494

 

Add Fair value as of vesting date of equity awards granted and vested in the covered year

 

 

808,035

 

 

 

1,657,249

 

Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

(662,731

)

 

 

443,972

 

Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year

 

 

 

 

 

 

Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year

 

 

 

 

 

 

Total equity award adjustments

 

 

2,955,049

 

 

 

8,745,894

 

Compensation Actually Paid

 

$

4,005,149

 

 

$

9,240,139

 

 

 

 

Average Non-PEO

 

Adjustments

 

2025

 

 

2024

 

Summary Compensation Table

 

$

2,997,287

 

 

$

3,182,092

 

Subtract Grant date fair value of equity awards granted in the covered year

 

 

2,316,000

 

 

 

2,762,138

 

Equity award adjustments:

 

 

 

 

 

 

Add Year-end fair value of outstanding and unvested equity awards granted in the covered year

 

 

1,125,000

 

 

 

1,556,494

 

Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

 

 

 

527,463

 

Add Fair value as of vesting date of equity awards granted and vested in the covered year

 

 

 

 

 

648,347

 

Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

 

 

 

395,515

 

Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year

 

 

 

 

 

 

Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year

 

 

 

 

 

 

Total equity award adjustments

 

 

1,125,000

 

 

 

3,127,819

 

Compensation Actually Paid

 

$

1,806,287

 

 

$

3,547,773

 

 

(3)
Total shareholder return is calculated based on a fixed investment of $100 measured from the market close on December 29, 2023 (the last trading day of 2023) through and including the end of the fiscal year for each year reported in the table.
(4)
The dollar amounts reported represent the amount of net income (loss) reflected in the Company's audited financial statements for the applicable year.
 
Company Selected Measure Name net income (loss)  
Named Executive Officers, Footnote
(1)
Our PEOs and non-PEO NEOs for each reported fiscal year were:

Year

 

PEO

 

Non-PEO NEOs

2025

 

Theresa Condor

 

Celia Pelaz
Gabriel Oehme

2024

 

Peter Platzer

 

Theresa Condor
Leonardo Basola

 
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported represent the amount of compensation actual paid (“CAP”), as calculated in accordance with Item 402(v) of Regulation S-K and do not affect the actual amounts or compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. A reconciliation of Total Compensation from the Summary Compensation Table to CAP for our PEO and non-PEO NEOs (as an average) is shown below:

 

 

PEO

 

 

 

2025

 

 

2024

 

Adjustments

 

Condor

 

 

Platzer

 

Summary Compensation Table

 

$

6,413,560

 

 

$

9,381,995

 

Subtract Grant date fair value of equity awards granted in the covered year

 

 

5,363,460

 

 

 

8,887,750

 

Equity award adjustments:

 

 

 

 

 

 

Add Year-end fair value of outstanding and unvested equity awards granted in the covered year

 

 

3,018,750

 

 

 

5,386,179

 

Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

(209,005

)

 

 

1,258,494

 

Add Fair value as of vesting date of equity awards granted and vested in the covered year

 

 

808,035

 

 

 

1,657,249

 

Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

(662,731

)

 

 

443,972

 

Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year

 

 

 

 

 

 

Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year

 

 

 

 

 

 

Total equity award adjustments

 

 

2,955,049

 

 

 

8,745,894

 

Compensation Actually Paid

 

$

4,005,149

 

 

$

9,240,139

 

 
Non-PEO NEO Average Total Compensation Amount $ 2,997,287 $ 3,182,092
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,806,287 3,547,773
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The dollar amounts reported represent the amount of compensation actual paid (“CAP”), as calculated in accordance with Item 402(v) of Regulation S-K and do not affect the actual amounts or compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. A reconciliation of Total Compensation from the Summary Compensation Table to CAP for our PEO and non-PEO NEOs (as an average) is shown below:

 

 

Average Non-PEO

 

Adjustments

 

2025

 

 

2024

 

Summary Compensation Table

 

$

2,997,287

 

 

$

3,182,092

 

Subtract Grant date fair value of equity awards granted in the covered year

 

 

2,316,000

 

 

 

2,762,138

 

Equity award adjustments:

 

 

 

 

 

 

Add Year-end fair value of outstanding and unvested equity awards granted in the covered year

 

 

1,125,000

 

 

 

1,556,494

 

Add Year over year change in fair value of outstanding and unvested equity awards granted in prior years

 

 

 

 

 

527,463

 

Add Fair value as of vesting date of equity awards granted and vested in the covered year

 

 

 

 

 

648,347

 

Add Year over year change in fair value of equity awards granted in prior years that vested in the covered year

 

 

 

 

 

395,515

 

Subtract Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the covered year

 

 

 

 

 

 

Add dividends or other earnings paid on equity awards in covered year prior to the vesting date that are not otherwise included in Total Compensation for the covered year

 

 

 

 

 

 

Total equity award adjustments

 

 

1,125,000

 

 

 

3,127,819

 

Compensation Actually Paid

 

$

1,806,287

 

 

$

3,547,773

 

 
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Total Shareholder Return

 

The chart below illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, and our cumulative TSR for 2024 and 2025, each as set forth in the Pay Versus Performance Table above. The cumulative TSR amounts in the chart assume an initial investment of $100 as if invested on December 29, 2023.

 

img12891970_1.gif

 
Compensation Actually Paid vs. Net Income

Compensation Actually Paid versus Net Income (Loss)

 

The chart below illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, and our net income (loss) for 2024 and 2025, each as set forth in the Pay Versus Performance Table above.

 

img12891970_2.gif

 
Peer Group Total Shareholder Return Amount $ 9,591 17,992
Net Income (Loss) 51,305,000 (103,359,000)
Theresa Condor [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount 6,413,560 0
PEO Actually Paid Compensation Amount $ 4,005,149 0
PEO Name Theresa Condor  
Peter Platzer [Member]    
Pay vs Performance Disclosure    
PEO Total Compensation Amount $ 0 9,381,995
PEO Actually Paid Compensation Amount $ 0 9,240,139
PEO Name Peter Platzer  
PEO | Theresa Condor [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 2,955,049  
PEO | Theresa Condor [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (5,363,460)  
PEO | Theresa Condor [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 3,018,750  
PEO | Theresa Condor [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (209,005)  
PEO | Theresa Condor [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 808,035  
PEO | Theresa Condor [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (662,731)  
PEO | Theresa Condor [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Theresa Condor [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Peter Platzer [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   8,745,894
PEO | Peter Platzer [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   (8,887,750)
PEO | Peter Platzer [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   5,386,179
PEO | Peter Platzer [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   1,258,494
PEO | Peter Platzer [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   1,657,249
PEO | Peter Platzer [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   443,972
PEO | Peter Platzer [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   0
PEO | Peter Platzer [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount   0
Non-PEO NEO    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,125,000 3,127,819
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (2,316,000) (2,762,138)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,125,000 1,556,494
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 527,463
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 648,347
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 395,515
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ 0