DEF 14A of Alico, Inc., Jan 14, 2026

DEF 14A of Alico, Inc.

Filed Jan 14, 2026 · FY20250000003545-26-000004

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, six directors are to be elected to hold office until the 2027 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: 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. Messrs. Fishman, Krusen, Jr. and Slack are not standing for re-election at the Annual Meeting and their respective terms as directors will end at the Annual Meeting. The Board expresses appreciation to Messrs. Fishman, Krusen, Jr. and Slack for their years of service to the Board. The Board has nominated George R. Brokaw, Katherine R. English, John E. Kiernan, Toby K. Purse, Adam H. Putnam, and Eric Speron to serve as directors until the 2027 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 five (5) 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, John E. Kiernan, Toby K. Purse, Adam H. Putnam or Eric Speron 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 2026 Annual Meeting of Shareholders to Serve Until 2027

    Nominees for Directors to be Elected at the 2026 Annual Meeting of Shareholders to Serve Until 2027 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 2026 Annual Meeting of Shareholders to Serve Until 2027

    | Nominee | Age | Position with the Company, if any | Business Experience and Qualifications | | George R. Brokaw | 58 | Director | George R. Brokaw has served on the Board of Directors since November 2013. He served as Chairman of the Board of Directors from February 2022 until February 2025 and 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 various investment vehicles, currently as a Managing Member of Wilson Capital Management, LLC. Mr. Brokaw has been a member of the Board of Directors for The Chemours Company (NYSE: CC), since April 2025, and serves on its Audit, Risk and Finance Committee, as well as its Compensation and Leadership Development Committee. 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. Mr. Brokaw has been a member of the Board of Directors for CTO Realty Growth, Inc. (NYSE: CTO), since October 2018, and serves as Vice-Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee. Mr. Brokaw also sits on 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 and the Huguenot Society of America. He previously served as a director to numerous public and private companies. He is also a member of the New York Bar Association. Mr. Brokaw received a B.A. from Yale University and a J.D./M.B.A. from the University of Virginia. |

  4. Nominees for Directors to be Elected at the 2026 Annual Meeting of Shareholders to Serve Until 2027

    | Katherine R. English | 61 | 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 been a Partner at Pavese Law Firm since January 2000. She has worked with the firm since 1993, becoming an Associate in 1994 when she was licensed to practice law. 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. Ms. English is a member of the Florida Bar as well as the Lee County Bar Association. She has been widely recognized for her leadership and for her work in land use and zoning and environmental law, earning “Lawyer of the Year,” “Top Lawyer,” and other professional accolades. 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. |

  5. Nominees for Directors to be Elected at the 2026 Annual Meeting of Shareholders to Serve Until 2027

    | John E. Kiernan | 58 | Director, President and Chief Executive Officer | Mr. Kiernan has served as the President and Chief Executive Officer of the Company since July 2019 and on the Board of Directors since February 2020. In 2024 and 2025 he was named to Florida Trends "Florida 500", which highlights the state's most influential business leaders. 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 was a member of the Board of Directors for Codorus Valley Bancorp, Inc. (Nasdaq: CVLY), parent company of PeoplesBank, from April 2022 through July 2024, and served on its Corporate Governance and Nominating Committee, Audit Committee, and Compensation Committee. He is a Certified Treasury Professional (retired) and is National Association of Corporate Directors Directorship Certified. He also earned a CERT certificate in Cybersecurity Oversight from the Software Engineering Institute/Carnegie Mellon University. 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. | | Toby K. Purse | 53 | 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 2026 Annual Meeting of Shareholders to Serve Until 2027

    | Adam H. Putnam | 51 | Chairman | Mr. Putnam has served on the Board of Directors since August 2020, and as Chairman since February 2025. He brings to the Board of Directors extensive knowledge and experience in the areas of agriculture, sustainability, state and federal affairs, 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 financial services. He also was the House Republican Conference Chair from 2007 until 2009. Due to Mr. Putnam’s public service experience, he brings to the board expertise in understanding and navigating state and federal affairs, 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 sustainability and natural resource issues. A fifth generation Florida farmer and rancher, Mr. Putnam serves 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. | | Eric Speron | 45 | Director Nominee | Eric H. Speron brings to the Board extensive knowledge and experience in the areas of business leadership and finance. Mr. Speron has worked at First Foundation, a financial services firm, since July 2007 and currently serves as its Managing Director of Equities. Previously, Mr. Speron was a member of J.P. Morgan’s Institutional Equity division. He has served on the board of directors of Keweenaw Land Association, Limited (OTCMKTS:KEWL) since May 2021 and on the board of Tejon Ranch Company (NYSE:TRC) since November 2024. Mr. Speron was also a director for Tandy Leather Factory, Inc. (NYSE:TLF) from April 2023 to January 2025 and for Vidler Water Company, Inc. from January 2016 through May 2022. Mr. Speron received his B.A. in Government and History from Georgetown University and is a Chartered Financial Analyst. |

  7. Qualifications, Attributes and Skills of the Members of Alico’s Director Nominees

    Qualifications, Attributes and Skills of the Members of Alico’s Director Nominees The chart below summarizes certain key qualifications, attributes, and skills for each of Alico’s Director Nominees. An “X” in the chart below indicates an area of focus or expertise of a director on which the Board currently relies.

  8. Qualifications, Attributes and Skills of the Members of Alico’s Director Nominees

    | | George R. Brokaw | Katherine R. English | John E. Kiernan | Toby K. Purse | Adam H. Putnam | Eric Speron | | Skills & Experience | | | | | | | | Board of Directors Experience | x | | x | x | x | x | | Agriculture Industry Experience | x | x | x | x | x | | | CEO/Business Head | x | | x | x | x | | | International | x | | x | x | x | | | Human Capital Management/Compensation | x | x | x | x | x | | | Finance/Capital Allocation | x | | x | x | x | x | | Financial Audit Experience | x | | x | x | x | x | | Government/Public Policy | | x | | | x | | | Strategic Planning | x | x | x | x | x | x | | Environmental Science/Policy/Regulation or Climate Change | | x | x | | x | | | Mergers and Acquisitions | x | | x | x | | x | | Risk Management | x | | x | x | x | x | | Corporate Governance | x | x | x | | x | x | | Technology/Systems | x | | x | x | | | | Business Ethics | x | x | x | x | x | x | | Real Estate | x | x | x | | x | | | Minerals and Mining | x | x | x | | | x |

  9. Qualifications, Attributes and Skills of the Members of Alico’s Director Nominees

    PROPOSAL 2:

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  11. 2025 Director Compensation

    2025 Director Compensation The following table provides information concerning the compensation of the Company’s directors for the fiscal year ended September 30, 2025. As of September 30, 2025, 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.

  12. 2025 Director Compensation

    | | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Name | ($) | ($) | ($) | | George R. Brokaw | $77,500 | $— | $77,500 | | Katherine R. English | $80,000 | $— | $80,000 | | Benjamin D. Fishman | $75,000 | $— | $75,000 | | W. Andrew Krusen, Jr. | $80,000 | $— | $80,000 | | Toby K. Purse | $82,500 | $— | $82,500 | | Adam H. Putnam | $102,500 | $— | $102,500 | | Henry R. Slack | $77,500 | $— | $77,500 |

  13. 2025 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 fiscal 2025, 2,089 shares of common stock were granted in lieu of cash fees to George R. Brokaw, 2,779 shares of common stock were granted in lieu of cash fees to Katherine R. English, 2,605 shares of common stock were granted in lieu of cash fees to Benjamin D. Fishman, 2,793 shares of common stock were granted in lieu of cash fees to W. Andrew Krusen, Jr., 2,859 shares of common stock were granted in lieu of cash fees to Toby K. Purse and 3,496 shares of common stock were granted in lieu of cash fees to Adam H. Putnam. All awards are vested upon grant and thus there are no outstanding unvested stock awards.

  14. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  15. 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) | 2025 | $544,529 | $100,000 | $468,180 | $238,856 | $33,603 | $1,385,168 | | President and Chief Executive Officer | 2024 | $538,995 | $100,000 | $— | $897,762 | $40,012 | $1,576,769 | | Mitch Hutchcraft (2) | 2025 | $333,712 | $40,000 | $— | $155,000 | $27,057 | $555,769 | | Executive Vice President Real Estate | | | | | | | | | Brad Heine (3) | 2025 | $275,000 | $90,000 | $— | $— | $15,668 | $380,668 | | Chief Financial Officer | 2024 | $275,000 | $20,000 | $— | $— | $10,721 | $305,721 |

  16. 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 Executive Vice President and Chief Financial Officer. (2)Mr. Hutchcraft began serving as Executive Vice President of Real Estate on May 28, 2024. (3)Mr. Heine began serving as a consultant on July 31, 2023, and as Chief Financial Officer on August 16, 2023. 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 $18,750 and $75,000 in 2025 and 2024, respectively. As of December 31, 2024, Mr. Kiernan no longer receives a separate annual cash retainer for his service as a director. 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)) Amounts reflect the grant-date fair value of the performance-based restricted stock units granted during fiscal year 2025 to certain of our named executive officers, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. As required pursuant to SEC disclosure rules, the grant-date fair values of these awards included in the table above were computed based on the probable outcomes of the performance conditions as of the applicable grant date. Assuming the highest level of achievement of the performance conditions, the maximum grant-date fair value of this award is $993,700. We provide information regarding the assumptions used to calculate the value of this stock award in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Non-Equity Incentive Plan Compensation (Column (d)) The amount reported in this column reflects the long-term real estate bonus earned by Mr. Kiernan pursuant to the Kiernan Bonus Agreement. For further information, see “Executive Compensation—Employment Agreements with Named Executive Officers” below. 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 2025. 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.

  17. SUMMARY COMPENSATION TABLE

    | Name | Perquisites and Other Personal Benefits (1) | Company Contributions to Retirement Plan | Insurance Premiums (2) | Total | | John E. Kiernan | $1,884 | $11,400 | $20,319 | $33,603 | | Mitch Hutchcraft | $— | $14,677 | $12,380 | $27,057 | | Brad Heine | $— | $13,304 | $2,364 | $15,668 |

  18. 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.

  19. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table shows the number of exercisable and unexercisable stock options and stock grants held by our named executive officers at September 30, 2025.

  20. Outstanding Equity Awards at Fiscal Year End 2025

    | | | 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 ($) | Option Expiration Date | Number of Shares or Units or Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (3) | 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 ($) (3) | | John E. Kiernan | 9/7/2018 | 22,500 | — | — | 33.60 | 12/31/2026 | — | — | — | — | | | 4/1/2022 | — | — | — | — | — | 2,500(1) | 86,650 | — | — | | | 5/18/2022 | — | — | — | — | — | 6,250(1) | 216,625 | — | — | | | 12/23/2024 | — | — | — | — | — | — | — | 38,000(2) | 1,317,080 |

  21. Outstanding Equity Awards at Fiscal Year End 2025

    (1)The restricted shares vested on January 1, 2026. (2)5,000 of these performance-based restricted stock units will be earned if the average 30-day closing per share price of Company shares (the “trailing price”) exceeds $35 per share, 12,500 of which will be earned if the trailing price exceeds $40 per share and 20,500 of which will be earned if the trailing price exceeds $45 per share, in each case prior to September 30, 2027. Any such earned performance-based restricted stock units will vest on September 30, 2027, subject to Mr. Kiernan’s continued service through such date; provided such performance-based restricted stock units will fully vest upon Mr. Kiernan’s termination by the Company without “cause”, due to Mr. Kiernan’s death or “disability” or, following a Change in Control, due to a resignation by Mr. Kiernan for “good reason” (each as defined in the Kiernan Employment Agreement). (3)Based on the closing trading price of our common stock on September 30, 2025 of $34.66.

  22. 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, 2025, 2024 and 2023, and our financial performance for each such fiscal year:

  23. 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) | | 2025 | $1,385,168 | $1,844,671 | $468,219 | $468,219 | $125 | $(147,508) | | 2024 | $1,576,769 | $1,629,444 | $326,109 | $326,109 | $101 | $6,355 | | 2023 | $952,442 | $895,042 | $247,241 | $244,996 | $89 | $1,658 |

  24. 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:

  25. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | John E. Kiernan | Mitch Hutchcraft, Brad Heine | | 2024 | John E. Kiernan | Brad Heine, Danny Sutton | | 2023 | John E. Kiernan | Brad Heine, Perry Del Vecchio, Danny Sutton, James Sampel |

  26. 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:

  27. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2025 | $1,385,168 | $468,180 | $927,683 | $1,844,671 |

  28. Pay Versus Performance Table

    (a) 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. (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 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:

  29. 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 | | 2025 | $886,995 | $58,538 | $— | $(17,850) | $— | $— | $927,683 |

  30. 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):

  31. 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 | | 2025 | $468,219 | $— | $— | $468,219 |

  32. 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.

  33. 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 | | 2025 | $— | $— | $— | $— | $— | $— | $— |

  34. Pay Versus Performance Table

    The fair values of 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-based restricted stock unit 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 10. Stock-based Compensation to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2025. Restricted Stock:

  35. Pay Versus Performance Table

    | Valuation Date | 9/30/2023 | 9/30/2024 | 9/30/2025 | | Stock Price | $24.96 | $27.97 | $34.66 |

  36. Pay Versus Performance Table

    Performance-based Restricted Stock Unit Valuation:

  37. Pay Versus Performance Table

    | Valuation Date | 9/30/2025 | | Stock Price | $34.66 | | Historical Volatility | 32% | | Risk-free Rate | 3.53% | | Dividend Yield | 0.60% |

  38. Pay Versus Performance Table

    (2) Assumed $100 was invested for the period starting September 30, 2022 through the end of the year listed.