DEF 14A of Alico, Inc., Jan 15, 2025

DEF 14A of Alico, Inc.

Filed Jan 15, 2025 · FY20240000003545-25-000018

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the 2026 Annual Meeting and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal. The Board currently consists of eight (8) directors, our current directors, who are also our Director Nominees for election at the Annual Meeting, are George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack. The Board has nominated each of the foregoing director candidates to serve as directors until the 2026 Annual Meeting. In accordance with our Restated Certificate of Incorporation, as amended from time to time, (the “Certificate of Incorporation”) and Bylaws, all director nominees will stand for election for one-year terms that expire at the following year’s annual meeting. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board, but shall consist of between seven (7) and eleven (11) directors. Our directors may be removed at any time for cause or without cause by the vote of the holders of a majority of the common stock then entitled to vote at an election of directors and the holders of a majority of the common stock then entitled to vote at any election of directors may fill the vacancy caused by such removal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. All nominees have consented to being named in this Proxy Statement and have notified management that they will serve, if elected. In the event that any of George R. Brokaw, Katherine R. English, Benjamin D. Fishman, John E. Kiernan, W. Andrew Krusen, Jr., Toby K. Purse, Adam H. Putnam and Henry R. Slack should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that any of the Director Nominees will be unable to serve if elected. Each of the Director Nominees has consented to being named in this proxy statement and to serve if elected. In accordance with procedures established by the Nominating and Governance Committee any incumbent director who receives a greater number of votes “AGAINST” the director’s election than votes “FOR” is required to offer to submit his or her resignation to the Board following the shareholder vote. The Nominating and Governance Committee will consider and recommend to the Board whether to accept the resignation offer. The Board will act on such recommendation and publicly disclose its decision within 90 days following the shareholder vote. This process allows the Board the opportunity to identify and assess the reasons for the vote, including whether the vote is attributable to dissatisfaction with a director’s overall performance or is the result of shareholder views on a particular issue.

  2. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026 The following sets forth a brief summary of each nominee’s principal occupation, recent professional experience, other qualifications and directorships at other public companies in the past five years, if any, considered by the Nominating and Governance Committee and the Board.

  3. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    | Nominee | Age | Position with the Company, if any | Business Experience and Qualifications | | George R. Brokaw | 57 | Chairman | George R. Brokaw has served on the Board of Directors since November 2013, and as Chairman of the Board of Directors since February 2022. Prior to that, he served as Executive Vice Chairman of the Board of Directors from December 2016 until December 2019. Since October 2013, Mr. Brokaw has served as a private investor through Wilson Capital Management, LLC. Mr. Brokaw has been a member of the Board of Directors for EchoStar Corporation (Nasdaq: SATS), since December 2023, and serves on its Compensation Committee and as Chair of the Audit Committee, and several other private boards. He has significant public company Audit, Compensation and Nominating & Executive Committee experience. He also serves on several not-for profit boards including the French American Foundation, Huguenot Society of America and the Society of Mayflower Descendants. He previously served as a director to several public and private companies, including: Modern Media Acquisition Corp., North American Energy Partners Inc., Capital Business Credit LLC, Timberstar, Capital Business Credit LLC, Exclusive Resorts, LLC, DISH Network Corporation, and CTO Realty Growth, Inc., and Value Place Holdings LLC. Mr. Brokaw received a B.A. from Yale University and a J.D./M.B.A. from the University of Virginia. | | Katherine R. English | 60 | Director | Ms. English has served on the Board of Directors since August 2020, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture and environmental and land use law. Ms. English has served as a Partner at Pavese Law Firm since January 2000. Her practice supports legacy agricultural businesses in obtaining and protecting entitlements required to support and improve their properties' value, productivity, and flexibility. She has particular experience representing companies whose key businesses are farming, conservation and development. Ms. English has also served as a Limited Partner at English Family Limited Partnership, a family farm on the banks of the Caloosahatchee River in Alva, Florida, since 1999. She serves on several committees supporting agriculture, agricultural education and environmental policy and also serves on the Florida Commission on the Status of Women, as an appointee of the Florida Commissioner of Agriculture for a term from 2023 to 2025. She is a graduate of the Wedgworth Leadership Institute for Agriculture and Natural Resources at the University of Florida. Ms. English received a B.A. in English from the University of Florida and a J.D degree from Mercer University Walter F. George College of Law. |

  4. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    | Benjamin D. Fishman | 48 | Director | Mr. Fishman has served on the Board of Directors since November 2013, and previously served as the non-employee Executive Chairman from July 2019 to February 2022. He brings to the Board of Directors extensive knowledge and experience in the agriculture industry through his long career as an investor and board member of various food and agriculture companies. From November 2018 to July 2019, Mr. Fishman served as Interim President of Alico. He previously served as the financial expert on Alico’s Board of Directors. From 2007 until 2021, Mr. Fishman was a Managing Director of the Continental Grain Company (“CGC”), a global investor, owner and operator of companies with more than 200 years of history across the food and agribusiness spectrum. From 1998 until 2000, he served as a Strategic and Financial Analyst for CGC. Mr. Fishman left CGC in 2000 to co-found The Grow Network, which was sold to the McGraw-–Hill Companies in 2004. In 2005, he was a National Finalist for the White House Fellowship. Mr. Fishman returned to CGC in 2005 and helped to establish CGC’s investment activities. Mr. Fishman currently serves as Chairman of the Board Regenified, Inc., where he is engaged at the intersection of food, agriculture, and climate change. He also serves on the board of Centier Bank Holding Co. and sits on committees for the Brooklyn Public Library. Mr. Fishman received a B.A. in political theory from Princeton University. | | John E. Kiernan | 57 | Director, President and Chief Executive Officer | President and Chief Executive Officer of the Company since July 2019 and on the Board of Directors since February 2020. Prior to serving as President and Chief Executive Officer, Mr. Kiernan served as Executive Vice President and Chief Financial Officer from June 2015 to June 2019). Before joining Alico, Mr. Kiernan served as the Chief Financial Officer of Greenwich Associates, a private global research-based consulting firm serving the financial services industry. He previously worked as the Treasurer and SVP for Capital Markets & Risk Management for Global Crossing until its sale to Level 3 in 2011. He also previously served as the Vice President of Investor Relations for Misys plc, which maintained a public listing on the London Stock Exchange and a Nasdaq listing for one of its subsidiaries, and as a Director of Corporate Development for IBM. Earlier in his career, Mr. Kiernan spent 12 years as an investment banker and specialized in IPOs and M&A for technology companies during his tenure at Bear, Stearns, where he earned the title of Managing Director. Mr. Kiernan served as a member of the Board of Directors for Codorus Valley Bancorp, Inc. (Nasdaq: CVLY), parent company of PeoplesBank, from April 2022 until its merger of equals with Orrstown Financial Services in July 2004, and served on its Corporate Governance and Nominating Committee, Audit Committee, and Compensation Committee. He is a Certified Treasury Professional and is National Association of Corporate Directors Directorship Certified. Mr. Kiernan received a B.A. in Finance and History from Saint Vincent College, an M.B.A. from the Darden Graduate School of Business Administration and a J.D. from the University of Virginia School of Law. |

  5. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    | W. Andrew Krusen, Jr. | 76 | Director | Mr. Krusen has served on the Board of Directors since November 2013, and brings to the Board of Directors extensive knowledge and experience in the areas of business leadership, finance and capital markets and real estate. Mr. Krusen has served as Non–Executive Chairman of Dominion Financial Group, Inc., a merchant banking organization that provides investment capital to the natural resources, communications and manufacturing and distribution sectors since May 1983. He has also served as the managing member of Krusen – Douglas, LLC, a large landowner in the Tampa, Florida area since January 2001. Mr. Krusen also currently serves as a director of several privately held companies. He is currently a director and chairman of Florida Capital Group, Inc. – a Florida bank holding company, as well as Florida Capital Bank, N.A., its wholly owned subsidiary. Mr. Krusen previously served as a director to several public and private companies, including Exactech, Inc. from June 2014 until February 2018, and Beall’s, Inc., and as Chairman of Tampa's Museum of Science and Industry. Mr. Krusen is a former member of the Young Presidents’ Organization and is currently a member of the World President’s Organization and the Society of International Business Fellows. Mr. Krusen received a B.A. in Geology from Princeton University. | | Toby K. Purse | 52 | Director | Mr. Purse has served on the Board of Directors since April 2019, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture, business leadership and finance. Since 2004 Mr. Purse has served in various roles at Lipman Family Farms, the largest open-field tomato grower in North America, including currently serving as the Chief Operating Officer and previously serving as Chief Administrative Officer and Chief Financial Officer. Mr. Purse is a member of the Florida Tomato Committee, the Florida Tomato Growers Exchange and the Florida Tomato Exchange. Mr. Purse received a B.A. and Masters in Accounting from the University of South Florida. |

  6. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    | Adam H. Putnam | 50 | Director | Mr. Putnam has served on the Board of Directors since August 2020, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture, sustainability, climate change, supply chain, business leadership and finance. Mr. Putnam has served as the Chief Executive Officer of Ducks Unlimited, a U.S. nonprofit organization dedicated to the conservation of wetlands and associated upland habitats for waterfowl, other wildlife, and people since April 2019. Prior to Ducks Unlimited, he served as Florida’s Commissioner of Agriculture from 2011 until 2019, where he focused on fostering the growth of Florida agriculture and protecting the state’s water supply, among other issues and was a US Congressman for five terms, from 2001 until 2011, where he engaged on issues such as agriculture, water and energy. He also was the House Republican Conference Chair from 2007 until 2009. Due to Mr. Putnam’s public policy and public service experience, he brings to the board expertise in understanding and navigating the physical and transition risks and opportunities of climate change, and together with his knowledge of sustainability, water supply, and agricultural operations within Florida’s regulatory environment, Mr. Putnam contributes to the board’s effective oversight of environmental, social, and governance and climate change issues. Mr. Putnam also leverages his scientific training and public policy experience to advocate for natural climate solutions. A fifth generation Florida farmer and rancher, Mr. Putnam serves on the advisory board for AgAmerica Lending and is a founding director of Leading Harvest, which advances agricultural sustainability practices across the supply chain, as well as on the boards of various non-profit and private organizations. Mr. Putnam received a B.S. in Food and Resource Economics from the University of Florida. |

  7. Nominees for Directors to be Elected at the 2025 Annual Meeting of Shareholders to Serve Until 2026

    | Henry R. Slack | 74 | Director | Mr. Slack has served on the Board of Directors since November 2013, and served as Executive Chairman from December 31, 2016 to June 30, 2019. He brings to the Board of Directors extensive experience in the areas of business, finance and capital markets. The majority of his career has been in the natural resources business. Mr. Slack has been on the board of Castleton Commodities, a global energy commodities merchant and infrastructure asset investor, since 2013, and has served as chairman since 2022. Mr. Slack is managing director of Quarterwatch LLC, and has been a member of the board of directors of W.R. Grace & Co. since 2019. He was Chairman of Terra Industries, an international nitrogen-based fertilizer company, from 2001 until 2010. He was Chief Executive Officer of Minorco SA, an international mining company, from 1991 until 1999 when that company merged with Anglo American Corporation to form Anglo American plc. Mr. Slack was a member of the board of directors and the executive committee of Anglo American Corporation, an international mining finance company, from 1981 until 1999. During his lengthy career at Anglo American and Minorco, he was actively involved in the full range of those companies’ mining, financial and industrial activities worldwide. For many years, Mr. Slack has also served as a director of E. Oppenheimer and Son International Limited, formerly a private investment and family holding company. He was on the board of directors of Salomon Brothers Inc., from 1982 until 1988, SAB Miller plc., one of the world’s largest brewers, from 1998 until 2002, and Engelhard Corporation for more than 20 years, until its acquisition in 2006. Mr. Slack received a B.A. in History from Princeton University. |

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. 2024 Director Compensation

    2024 Director Compensation The following table provides information concerning the compensation of the Company’s directors for the fiscal year ended September 30, 2024. As of September 30, 2024, there were no stock options outstanding for any director, relating to director services. Accordingly, the column for such information has been omitted from the table below. For a complete understanding of the table, please read the footnotes and the narrative disclosures that follow the table.

  10. 2024 Director Compensation

    | | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Name | ($) | ($) | ($) | | George R. Brokaw | $75,000 | $— | $75,000 | | Katherine R. English | $80,000 | $— | $80,000 | | Benjamin D. Fishman | $75,000 | $— | $75,000 | | W. Andrew Krusen, Jr. | $85,000 | $— | $85,000 | | Toby K. Purse | $80,000 | $— | $80,000 | | Adam H. Putnam | $80,000 | $— | $80,000 | | Henry R. Slack | $75,000 | $— | $75,000 |

  11. 2024 Director Compensation

    (1)Directors may elect to receive shares of common stock in lieu of cash fees. Directors who so elect are granted shares of common stock in lieu of cash fees on a quarterly basis each year. With respect to 2024, 18,188 shares of common stock were granted in lieu of cash fees to each director. All awards are vested upon grant and thus there are no outstanding unvested stock awards.

  12. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  13. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(a) | Bonus(b) | Stock Awards(c) | Non-Equity Incentive Plan Compensation(d) | All Other Compensation(e) | Total(f) | | John E. Kiernan (1) | 2024 | $538,995 | $100,000 | $— | $897,762 | $40,012 | $1,576,769 | | President and Chief Executive Officer | 2023 | $499,519 | $90,000 | $— | $331,160 | $31,763 | $952,442 | | Brad Heine (2) | 2024 | $275,000 | $20,000 | $— | $— | $10,721 | $305,721 | | Chief Financial Officer | 2023 | $29,615 | $5,000 | $— | $— | $10,721 | $46,615 | | Danny Sutton (3) | 2024 | $295,076 | $12,000 | $— | $— | $39,422 | $346,498 | | President of Citrus | 2023 | $288,747 | $30,000 | $— | $— | $24,732 | $343,479 |

  14. SUMMARY COMPENSATION TABLE

    (1)Mr. Kiernan began serving as President and Chief Executive Officer on July 1, 2019. Prior to serving as President and Chief Executive Officer, Mr. Kiernan served as Senior Vice President and Chief Financial Officer. (2)Mr. Heine began serving as a consultant on July 31, 2023, and as Chief Financial Officer on August 16, 2023. (3)Mr. Sutton began serving as President and GM of Alico Citrus on November 1, 2017. Prior to serving as President and GM of Alico Citrus, Mr. Sutton served as Alico's Vice President of Citrus Operations. Salary (Column (a)) The amounts reported in Column (a) represent base salaries paid to each of the NEOs for each of the last two completed fiscal years. In addition, the amount reported for Mr. Kiernan reflects the annual cash retainer paid to Mr. Kiernan for his service as a director in the amount of $75,000 each year. Such retainer for fiscal 2023 was inadvertently excluded from this column in the Summary Compensation Table filed in the Company’s prior annual proxy statement and has been included in this Summary Compensation Table under “Salary” for fiscal 2023. Bonuses (Column (b)) The amounts reported in Column (b) represent discretionary bonuses paid to each of the NEOs for the last two completed fiscal years, as indicated. Stock Grants (Column (c)) None of the named executive officers received stock awards in either of the last two completed fiscal years. Non-Equity Incentive Plan Compensation (Column (d) The amount reported in this column reflects the long-term real estate bonus, annual ROI performance bonus and long term return of capital bonus earned by Mr. Kiernan pursuant to the Kiernan Bonus Agreement. For further information, see “Executive Compensation—Employment Agreements with Named Executive Officers” below. In addition, the amount reported for Mr. Kiernan under this column for fiscal year 2023 reflects an additional long-term real estate bonus amount of $36,500, which was inadvertently omitted from this column in the Summary Compensation Table filed in the Company’s prior annual proxy statement. All Other Compensation (Column (e) The amounts reported in Column (e) represent the aggregate dollar amount for each NEO for perquisites and other personal benefits and Company contributions to the Company’s 401(k) retirement plans. The following table shows and explains the specific amounts included in Column (e) of the Summary Compensation Table for fiscal year 2024. Under SEC rules, the Company is required to identify by type all perquisites and other personal benefits for an NEO if the total value for that individual equals or exceeds $10,000, and to report and quantify each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount for that individual. For purposes of uniformity, all information regarding perquisites has been provided for each NEO, not just those meeting the $10,000 threshold.

  15. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and Other Personal Benefits (1) | Company Contributions to Retirement Plan | Insurance Premiums (2) | Total | | John E. Kiernan | $2,040 | $11,400 | $26,572 | $40,012 | | Brad Heine | $— | $8,039 | $2,682 | $10,721 | | Danny Sutton | $2,040 | $11,653 | $25,729 | $39,422 |

  16. SUMMARY COMPENSATION TABLE

    (1)Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company, including but not limited to, the amount of the dividends paid on unvested stock and the cost to the Company for Company cars used for commuting and other personal transportation. (2)Represents applicable premiums paid on health and life insurance policies for each of the NEOs. Total Compensation (Column (f)) The amounts reported in Column (f) are the sum of Columns (a) through (e) for each of the NEOs. All compensation amounts reported in Column (f) include amounts actually paid or awarded; there were no amounts of compensation deferred and thus the Column (f) totals include no deferrals.

  17. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The following table shows the number of exercisable and unexercisable stock options and stock grants held by our named executive officers at September 30, 2024.

  18. Outstanding Equity Awards at Fiscal Year End 2024

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | John E. Kiernan | 9/7/2018 | 22,500 | — | — | 33.60 | 12/31/2026 | — | — | — | — | | | 4/1/2022 | — | — | — | — | — | 5,000(1) | 124,800 | — | — | | | 5/18/2022 | — | — | — | — | — | 12,500(1) | 312,000 | — | — | | Danny Sutton | 10/11/2019 | 8,000 | — | — | 33.96 | 12/31/2026 | — | — | — | — |

  19. Outstanding Equity Awards at Fiscal Year End 2024

    (1)One-half of the restricted shares are scheduled to vest on January 1, 2025, subject to there being no termination of service for Mr. Kiernan having occurred, and the remaining shares are schedule to vest on January 1, 2026, in each case subject to no termination of service for Mr. Kiernan having occurred as of or prior to the vesting date. If, prior to the vesting date, such a termination of service occurs (i) without Cause; (ii) following a Change in Control, due to resignation for Good Reason; (iii) due to death; or (iv) due to Disability (as such terms are defined in the restricted stock awards), then any unvested restricted shares shall fully vest. If such a termination of service occurs for any other reason, then any unvested restricted shares would be forfeited. (2)Based on the closing trading price of our common stock on September 30, 2024 of $27.97.

  20. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended September 30, 2024, 2023 and 2022, and our financial performance for each such fiscal year:

  21. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) (2) | Net Income ($) (in 000s) | | 2024 | $1,576,769 | $1,629,444 | $326,109 | $326,109 | $88 | $6,355 | | 2023 | $952,442 | $895,042 | $247,241 | $244,996 | $78 | $1,658 | | 2022 | $1,342,083 | $1,135,994 | $259,046 | $207,388 | $87 | $11,886 |

  22. Pay Versus Performance Table

    ________________________ (1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  23. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | John E. Kiernan | Brad Heine, Danny Sutton | | 2023 | John E. Kiernan | Brad Heine, Perry Del Vecchio, Danny Sutton, James Sampel | | 2022 | John E. Kiernan | Danny Sutton, James Sampel, Perry Del Vecchio, Rich Rallo |

  24. Pay Versus Performance Table

    Compensation actually paid to our PEO represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  25. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO (a) | Reported Value of Equity Awards (b) | Equity Award Adjustments (c) | Compensation Actually Paid to PEO | | 2024 | $1,576,769 | $— | $52,675 | $1,629,444 | | 2023 | $952,442 | $— | $(57,400) | $895,042 | | 2022 | $1,342,083 | $(778,050) | $571,961 | $1,135,994 |

  26. Pay Versus Performance Table

    (a) The Summary Compensation Table Total for PEO and Compensation Actually Paid to PEO for fiscal 2023 set forth in the tables above have been revised to reflect the updated Summary Compensation Table total for Mr. Kiernan for fiscal 2023 as described above under “Executive Compensation – Summary Compensation Table”, which now includes the annual cash retainer paid to Mr. Kiernan for his service as a member of our board of directors in the amount of $75,000 and an additional long-term real estate bonus in the amount of $36,500, each of which were inadvertently excluded from the Summary Compensation Table filed in the Company’s prior annual proxy statement for fiscal 2023. Accordingly, the Summary Compensation Table Total for PEO for fiscal 2023 has been revised to $952,442 and the Compensation Actually Paid to PEO for fiscal 2023 has been revised to $895,042. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (c) 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 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 adjustments have been made using the stock price and performance achievement as of the date of measurement; and (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. The amounts deducted or added in calculating the equity award adjustments for our PEO for each applicable year are as follows:

  27. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards based on Change in Fair Value from Prior Year End to Applicable Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year based on Change in Fair Value from Prior Year End to Vesting Date | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable 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 | | 2024 | $— | $52,675 | $— | $— | $— | $— | $52,675 | | 2023 | $— | $(57,400) | $— | $— | $— | $— | $(57,400) | | 2022 | $494,200 | $— | $92,575 | $9,985 | $(24,799) | $— | $571,961 |

  28. Pay Versus Performance Table

    Average Compensation actually paid to our non-PEO NEOs represents the average amount of “Compensation Actually Paid” to such NEOs as a group, 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. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid that reflect stock price changes and changes in performance achievement, using the same methodology described above in Note (b):

  29. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $326,109 | $— | $— | $326,109 | | 2023 | $247,241 | $— | $(2,245) | $244,996 | | 2022 | $259,046 | $(23,150) | $(28,508) | $207,388 |

  30. Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the average of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

  31. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards based on Change in Fair Value from Prior Year End to Applicable Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year based on Change in Fair Value from Prior Year End to Vesting Date | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable 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 | | 2024 | $— | $— | $— | $— | $— | $— | $— | | 2023 | $— | $— | $— | $(2,113) | $(132) | $— | $(2,245) | | 2022 | $13,365 | $(43,165) | $— | $1,292 | $— | $— | $(28,508) |

  32. Pay Versus Performance Table

    The fair values of restricted stock awards and stock options included in the Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards for grant date fair value purposes. Restricted stock fair values are based on our stock price at the respective measurement dates. Performance stock option fair values are valued using a Monte Carlo simulation which utilizes multiple input variables including historical volatility, dividend yield and risk-free rate in order to estimate the probability of satisfying the performance objectives established for the applicable award. For information on the inputs to our Monte-Carlo simulations, see Note 9. Common Stock and Options to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2020. Restricted Stock:

  33. Pay Versus Performance Table

    | Valuation Date | 9/30/2022 | 1/1/2023 | 9/30/2023 | 9/30/2024 | | Stock Price | $28.24 | $23.87 | $24.96 | $27.97 |

  34. Pay Versus Performance Table

    Performance Option Valuations:

  35. Pay Versus Performance Table

    | Valuation Date | 9/30/2020 | 9/30/2021 | 9/30/2022 | | Stock Price | $28.62 | $34.24 | $28.24 | | Historical Volatility | 34.80% | 33.62% | 35.76% | | Risk-free Rate | 0.40% | 1.03% | 4.04% | | Dividend Yield | 1.16% | 5.52% | 5.88% |

  36. Pay Versus Performance Table

    (2) Assumed $100 was invested for the period starting September 30, 2021 through the end of the year listed.