DEF 14A of Everforth Inc
Filed Apr 27, 2026 · FY20250000890564-26-000031
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| Proposal One – Election of Directors | 2 | Pay Versus Performance | 41 | | Vote Required | 2 | Equity Compensation Plan Information | 44 | | Board Recommendation | 2 | Proposal Two – Advisory Vote on Executive Compensation | 46 | | Board Experience Matrix | 8 | | | | Independent Directors and Material Proceedings | 8 | Vote Required | 46 | | Role of the Board | 8 | Board Recommendation | 46 | | Board Leadership Structure | 9 | Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm | 47 | | Board Committees and Meetings | 9 | | | | Risk Oversight | 11 | Principal Accountant Fees and Services | 47 | | Meetings | 12 | Vote Required | 47 | | Attendance of Directors at 2025 Annual Meeting of Stockholders | 12 | Board Recommendation | 47 | | Director Compensation | 12 | Report of the Audit Committee | 48 | | Sustainability at Everforth | 13 | General Information about the Annual Meeting and Voting | 49 | | Director and Executive Officer Stock Ownership Guidelines | 14 | Certain Relationships and Related Party Transactions | 52 | | Insider Trading Policy and Hedging and Pledging Transaction Limitations | 14 | Other Matters | 52 | | Ethics | 15 | Where You Can Find Additional Information | 52 | | Communicating with the Board | 15 | Incorporation by Reference | 52 | | Compensation Committee Interlocks and Insider Participation | 15 | Proposals by Stockholders | 52 | | Security Ownership of Certain Beneficial Owners and Management | 16 | Miscellaneous | 53 | | Ownership of More than Five Percent of the Common Stock of Everforth | 16 | Annex A – Reconciliation of Performance Targets | A-1 | | Ownership of Directors and Management of Everforth | 17 | | | | Compensation Committee Chair Letter | 20 | | | | Executive Compensation Discussion and Analysis | 21 | | | | Executive Summary | 21 | | | | Compensation Philosophy | 25 | | | | Compensation Committee Report | 33 | | | | Summary Compensation Table | 34 | | | | Grants of Plan-Based Awards | 35 | | | | Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 36 | | | | Outstanding Equity Awards at Fiscal Year End | 37 | | | | Option Exercises and Stock Vested | 38 | | | | Non-Qualified Deferred Compensation | 38 | | | | Payments Upon Termination or Change in Control | 39 | | | | CEO Pay Ratio | 41 | | |
2026 Annual Meeting of Stockholders Details
| Name(1) | Fees Earned in Cash ($) | Stock Awards ($)(2) | Total ($) | | Arshad Matin, Chair | 190,000 | 184,944 | 374,944 | | Brian J. Callaghan | 109,500 | 184,944 | 294,444 | | Joseph W. Dyer | 117,000 | 184,944 | 301,944 | | Mark A. Frantz | 95,000 | 184,944 | 279,944 | | Maria R. Hawthorne | 115,000 | 184,944 | 299,944 | | Jonathan S. Holman | 105,385 | 184,944 | 290,329 | | Carol J. Lindstrom | 107,115 | 184,944 | 292,059 | | Patricia L. Obermaier(3) | 92,747 | 184,944 | 277,691 | | Edwin A. Sheridan, IV | 105,000 | 184,944 | 289,944 |
2026 Annual Meeting of Stockholders Details
| WHAT WE DO | WHAT WE DON'T DO | | ✓ Emphasis on pay-for-performance ✓ Challenging performance goals for incentive programs, requiring market performance to be earned at target levels, and significantly higher performance for stretch goals above target ✓ Compensation program designed to mitigate undue risk-taking ✓ Double-trigger required for change in control severance provisions ✓ Rigorous stock ownership guidelines for executives and directors ✓ Maintain clawback policy for executive incentive compensation that is more restrictive than the SEC-mandated policy ✓ The fully independent Compensation Committee engages an independent compensation consultant | x No gross-ups related to executive compensation, excise taxes or otherwise x Directors and executives are prohibited from hedging and pledging the Company’s stock x No excessive perquisites x No repricing of stock option awards without stockholder approval |
2026 Annual Meeting of Stockholders Details
| Name | Salary ($) | Target Annual Cash Incentive Bonus ($) | RSUs ($) | PSUs ($) | Total ($) | | Theodore S. Hanson | 1,100,000 | 1,650,000 | 3,000,000 | 4,500,000 | 10,250,000 | | Sadasivam (Shiv) Iyer(1) | 850,000 | 1,062,500 | 875,000 | 875,000 | 3,662,500 | | Marie L. Perry | 650,000 | 650,000 | 1,137,500 | 1,137,500 | 3,575,000 | | Jennifer H. Painter | 570,000 | 500,000 | 936,000 | 936,000 | 2,942,000 | | Rose L. Cunningham | 362,000 | 271,500 | 242,500 | 242,500 | 1,118,500 | | Randolph C. Blazer(2) | 990,000 | 1,287,000 | 1,000,000 | 1,000,000 | 4,277,000 |
2026 Annual Meeting of Stockholders Details
| | Annual Cash Incentive Bonus as a Percent of Annual Salary | | | | Name | 2024 Target | 2025 Target | Increase | | Theodore S. Hanson | 140% | 150% | 7% | | Sadasivam (Shiv) Iyer | | 130% | —% | | Marie L. Perry | 100% | 100% | —% | | Jennifer H. Painter | 87% | 88% | 1% | | Rose L. Cunningham | 75% | 75% | —% | | Randolph C. Blazer | 130% | 130% | —% |
2025 Financial Target Achievement
| | Adj. EBITDA | Revenue | | Consolidated Everforth Targets (weighted 80% Adjusted EBITDA, 20% Revenue): | | | | Targets | | | | Maximum (200% payout) | $531,473,836 | $4,579,479,321 | | Target (100% payout) | $472,682,482 | $4,284,029,043 | | Threshold (40% payout) | $402,132,858 | $3,798,646,442 | | Actual Achievement | $443,908,941 | $4,060,270,708 | | Payout % of Target Achieved | 75.5% | 72.3% |
2025 Financial Target Achievement
For purposes of our 2025 annual cash incentive bonus program, Adjusted EBITDA calculated for purposes of our annual bonus program (which we refer to as the Performance Target Adjusted EBITDA), is slightly different from the similar metric we provide in our earnings releases. For reconciliations of Performance Target Revenue and Performance Target Adjusted EBITDA to their most comparable GAAP measures, see Annex A. Individual Performance Targets Executives were also measured on their individual performance relative to the key management by objective performance targets ("MBOs"). MBOs generally focus on non-financial goals over which the individuals have direct control. The Compensation Committee certified achievement for the MBOs as set forth below:
2025 Financial Target Achievement
| | Component Weighting | | Payouts | | | | Name | Financial Targets | MBOs | Financial Targets ($) | MBOs ($) | Total ($) | | Theodore S. Hanson | 80% | 20% | 988,566 | 577,500 | 1,566,066 | | Sadasivam (Shiv) Iyer | 80% | 20% | 636,577 | 425,000 | 1,061,577 | | Marie L. Perry | 80% | 20% | 389,435 | 234,000 | 623,435 | | Jennifer H. Painter | 80% | 20% | 299,568 | 175,000 | 474,568 | | Rose L. Cunningham | 80% | 20% | 162,664 | 97,740 | 260,404 | | Randolph C. Blazer | 80% | 20% | 628,938 | 377,910 | 1,006,848 |
2025 Financial Target Achievement
Equity Incentive Compensation The Compensation Committee annually approves equity grants to Everforth’s executives, including its named executive officers. The equity grants include RSU and PSU grants which are typically approved at the Compensation Committee's quarterly meeting in December before the year of grant. The RSUs are granted on the first business day in January, and the PSUs are granted on the day that the Compensation Committee sets the targets for the PSUs. These grants are designed to balance the comparatively short-term rewards of the annual cash incentive bonuses with long-term stock price performance, to align the interests of each executive officer with those of the stockholders, and to provide each individual with a significant incentive to manage their responsibilities from the perspective of an owner with an equity stake in the business. In addition, Everforth believes that granting equity awards with vesting periods creates a retention incentive and encourages the executive officers to focus on the Company’s long-term business objectives and long-term stock price performance. Similar to prior years, the RSU awards received in 2025 vest one-third each year based upon continued service, and the PSUs have a three-year financial target and relative total shareholder return ("rTSR") modifier, which compares annual growth in the Company's share price against a defined peer group. These awards were sized in consideration of each executive’s role and responsibility and are intended to create alignment and retention incentives to drive long-term performance and further tie executives to stockholder outcomes. The value of the RSUs and PSUs awarded to our named executive officers are listed below. The aggregate target amounts listed in the table differ slightly from the amounts in the Stock Award column in the Summary Compensation Table and the Grants of Plan-Based Awards table because the accounting valuation of the PSU awards takes into account a Monte Carlo valuation which differs from the target award dollar-denominated value. The number of RSUs and PSUs awarded is determined by dividing the grant value by the closing price on the grant date.
2025 Financial Target Achievement
| Name | RSU Awards ($) (grant value of RSUs) | PSU Awards ($) (grant value of PSUs) | Aggregate Target Award Grant Value ($) | | Theodore S. Hanson | 3,000,000 | 4,500,000 | 7,500,000 | | Sadasivam (Shiv) Iyer(1) | 875,000 | 875,000 | 1,750,000 | | Marie L. Perry(2) | 735,000 | 735,000 | 1,470,000 | | Jennifer H. Painter(2) | 596,000 | 596,000 | 1,192,000 | | Rose L. Cunninghamr(2) | 152,500 | 152,500 | 305,000 | | Randolph C. Blazer | 1,000,000 | 1,000,000 | 2,000,000 |
2025 Financial Target Achievement
| (1) In addition to the annual stock grant listed above, Mr. Iyer received a sign on equity award with an aggregate target award grant value of $4 million on the same terms and conditions as his annual grant upon his hire. | | (2) Each of Mmes. Perry, Painter and Cunningham also received one-time grants with aggregate target award grant values of $805,000, $680,000 and $180,000, respectively, on the same terms and conditions as their annual grants. |
2025 Financial Target Achievement
RSUs Our Compensation Committee wanted to provide stability and retention to our named executive officers, so awarded a portion of their RSUs based on their continued service to the Company through the vesting period. On January 2, 2025, our Chief Executive Officer received 40 percent of the dollar-denominated value of his target annual equity grant in RSUs, and the other named executive officers received 50 percent of the dollar-denominated value of their target annual equity grant in RSUs (with the exception that the grant date was March 3, 2025 for Mr. Iyer upon his hire). These awards vest in three equal, annual installments on each of January 2, 2026, 2027 and 2028 (March 3 for Mr. Iyer), subject to the executives' continued service to the Company through each such date (except in the case of certain qualifying terminations of employment and in connection with a change in control of the Company as discussed in more detail in "Payments upon Termination or Change in Control" below). PSUs The remainder of each executive's 2025 grant was delivered as PSUs which vest upon achievement of the average of three years of NOPAT growth over a three-year performance period, with the potential for positive or negative adjustment based on the Company's TSR over the three-year period from the date of grant relative to the comparator group outlined below. NOPAT, defined for our PSU program, is a non-GAAP (U.S. Generally Accepted Accounting Principles) financial measure, and is generally calculated as GAAP net operating income as adjusted for non-GAAP items including depreciation, amortization, stock-based compensation, acquisition, foreign exchange rate fluctuations, certain litigation/legal costs, force majeure events, integration and strategic planning expenses, goodwill impairment, and adjustments eliminating the impact from acquisitions or dispositions during the year. The relative TSR modifier was reduced from 25 percent to 20 percent compared to the prior year, and impacts only when performance is in the top or bottom 25 percent against the comparator group. The PSUs will be eligible to vest on March 19, 2028 subject to achievement of the performance targets as follows, and subject to the executives' continued service (except in the case of certain qualifying terminations of employment and in connection with a change in control of the Company as discussed in more detail in "Payments upon Termination or Change in Control" below):
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| Three-Year Average NOPAT Growth Goals | | Relative TSR Modifier | | | NOPAT Growth vs. Prior Year Actual | Achievement | Relative TSR | Modifier Impact | | ≥17.5% | 200% | ≥75th P | +20% | | 2.0% | 100% | 25th - 75th P | — | | (18.5)% | 50% | ≤25th P | (20.0)% | | <(18.5)% | —% | | | | Outcomes relative to this schedule are interpolated between the achievement levels and measured annually over the three years and averaged to determine final NOPAT payout. | | The final NOPAT growth outcome is then modified by adding 20 percent of the number of PSUs issued if Everforth's TSR performance relative to a comparator group (outlined below) is equal to or greater than the 75th percentile (capped at 200 percent), or by deducting 20 percent of the number of PSUs issued if rTSR is equal to or less than the 25th percentile. | |
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TSR Comparator Group: The following companies constitute the TSR comparator group for 2025 PSU awards, and were selected using the same following criteria as used in prior years: •Categories: ◦IT Consulting and Other Services; ◦Research and Consulting Services; and ◦Human Resource and Employment Services •Publicly-traded, U.S.-based company •Russell 3000 constituent •>$500MM in revenue The TSR comparator group is formulaic and much larger than our executive compensation peer group, so that no one company can have an outsized impact on the group average. The TSR comparator group necessarily includes some companies that are more diverse in size or industry than our executive compensation peer group.
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| ◦Alight, Inc. | ◦Kelly Services, Inc. | | ◦Amdocs Limited | ◦Kforce Inc. | | ◦Amentum Holdings, Inc. | ◦Korn Ferry | | ◦Automatic Data Processing, Inc. | ◦Kyndryl Holdings, Inc. | | ◦Barrett Business Services, Inc. | ◦LegalZoom.com, Inc. | | ◦Booz Allen Hamilton Holding Corporation | ◦Leidos Holdings, Inc. | | ◦CACI International Inc. | ◦ManpowerGroup Inc. | | ◦CBIZ, Inc. | ◦Mistras Group, Inc. | | ◦Cognizant Technology Solutions Corporation | ◦NV5 Global, Inc. | | ◦CRA International, Inc. | ◦Parsons Corporation | | ◦Dayforce Inc. | ◦Paychex, Inc. | | ◦Dun & Bradstreet Holdings, Inc. | ◦Paycom Software, Inc. | | ◦DXC Technology Company | ◦Paycor HCM, Inc. | | ◦EPAM Systems, Inc. | ◦Paylocity Holding Corporation | | ◦Equifax Inc. | ◦Resources Connection, Inc. | | ◦Exponent, Inc. | ◦Robert Half Inc. | | ◦First Advantage Corporation | ◦Science Applications International Corporation | | ◦FTI Consulting, Inc. | ◦Skillsoft Corp. | | ◦Gartner, Inc. | ◦TransUnion | | ◦Heidrick & Struggles International, Inc. | ◦TriNet Group, Inc. | | ◦Huron Consulting Group Inc. | ◦TrueBlue, Inc. | | ◦ICF International, Inc. | ◦UL Solutions Inc. | | ◦Insperity, Inc. | ◦Unisys Corporation | | ◦International Business Machines Corporation | ◦Upwork Inc. | | ◦Jacobs Solutions Inc. | ◦Verisk Analytics, Inc. | | ◦KBR, Inc. | ◦Willdan Group, Inc. |
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Additional Equity Grants In addition to the annual grants discussed above, in part to help replace equity grants that Mr. Iyer was giving up, he was provided with a sign on equity award with an aggregate target award grant value of $4 million on the same terms and conditions as his annual grant. Mmes. Perry, Painter and Cunningham were provided with one-time grants with aggregate target award grant values of $805,000, $680,000 and $180,000, respectively, on the same terms and conditions as their annual grants to address their performance in the past year and in order to provide additional retention since they had forfeited three-year PSU awards granted in 2022 and 2023. Achievement of 2023 PSUs The NOPAT financial metric for the executive's 2023 PSUs was achieved at zero percent for each of 2023 through 2025, for an average achievement of zero. The number of shares to be issued would have then been reduced an additional 24 percent due to the rTSR modifier (our rTSR achievement was the 26th percentile), had there been shares to reduce, however there were none achieved, and the overall achievement was zero. Other Benefits Company-Sponsored Health and Welfare Benefits Our executives and their legal dependents are eligible to participate in Company-sponsored health and welfare plans. These benefits are designed to be competitive with overall market practices and to attract and retain employees with the skills and experience needed to promote Everforth’s goals. The Compensation Committee believes that providing this coverage opportunity and enabling payment of the employee portion of such coverage costs through payroll deductions encourages our executives and their legal dependents to avail themselves of appropriate medical, dental and other health care services, as necessary, to help ensure our executives’ continued ability to contribute their efforts towards achieving Everforth’s growth, profitability and other goals. 401(k) Plans Everforth and its subsidiaries offer tax-qualified safe harbor 401(k) plans to our U.S. employees. Deferred Compensation Plan The Company maintained a Second Amended and Restated Deferred Compensation Plan (the "DCP") to provide executives with the ability to defer more of their compensation than they were able to under our 401(k) plan, however the plan was terminated by the Board on June 11, 2025, with liquidation of final account balances to occur in June 2026. Under the DCP, executives had been able to defer up to 100 percent of their bonus and 75 percent of their base salary to a later date or series of dates at their election. The deferred amounts generally were not taxable to the participant until paid out pursuant to the participant's deferral election. Participants choose from a number of investment fund options that were similar to the investment fund options available under the Company's 401(k) plan, and could change their investment fund election from time to time. The Company did not match any contributed funds. The plan is administered by a third party administrator, and the funds are invested by a rabbi trustee. The benefit to the plan was that funds contributed to the plan were tax-deferred without government contribution limits, however, upon a termination of the plan or a change in control of the Company, participants lose the deferral benefit and funds will be distributed to them in a lump sum. Further, the funds are not protected in the event of a corporate insolvency or bankruptcy and are considered unsecured claims against the Company. Participants are not allowed to withdraw their funds from the plan early, however in the case of an unforeseeable emergency, a participant may request a hardship exemption. Severance and Change in Control Benefits In 2025, each of our named executive officers was party to an employment or other agreement that provides for severance upon a qualifying termination of employment. Additionally, pursuant to the Company's Change in Control Severance Plan, as amended from time to time (the "CIC Severance Plan") in which all of the named executives participate, Everforth provides for cash severance, the vesting of equity grants and other benefits in the event the executive is terminated under certain defined circumstances following a change in control of our Company. Further, the named executive officers' PSU grants provide for pro rata vesting if an executive is terminated by the Company without cause, or if the executive retires under certain circumstances with the approval of the Compensation Committee in its sole discretion. We feel that these severance triggers and levels (described in more detail below) are appropriate to ensure our executive officers’ financial security, commensurate with their positions, in order to permit them to stay focused on their duties and responsibilities and promote the best interests of Everforth in all circumstances. Perquisites In 2025, Everforth made reasonable perquisites available to Messrs. Hanson, Blazer, Iyer and Ms. Perry, including a $500 monthly automobile allowance, and payment or reimbursement of actual expenses incurred by the executive officer in connection with an annual physical examination (up to $1,500) and for tax preparation and financial planning services (up to $2,500). The Compensation Committee acknowledges the considerable time and focus demanded of our executive officers by their work duties as well as their role as “ambassadors” of Everforth, and authorizes these minor benefits in order to support their health and limit the impact and distraction of attending to these personal responsibilities. Additionally, the Compensation Committee believes the executives perceive these perquisites to be valuable and therefore helpful in attracting and retaining qualified leaders. Other Considerations Clawback Policy The Company's clawback policy adopted in 2023 is intended to comply with NYSE listing standards required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under this policy, if the Company is required to prepare an accounting restatement due to any material noncompliance with financial reporting requirements under applicable securities laws, we will be required to recover from certain current and former executive officers any incentive-based compensation that was erroneously paid or provided to the executive officers during the three years preceding the date that the Company is required to prepare such restatement, unless the Compensation Committee determines that recovery would be impracticable. If recovery is triggered, we are required to recover the excess of the amount of incentive-based compensation actually received by the executive officer over the amount of incentive-based compensation that he or she would have received had payment been determined based on the restated financial measure.
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In addition, we retained our previously existing clawback policy which allows for the clawback of compensation under additional circumstances and applies to additional executives. Under this clawback policy, the Compensation Committee can, in its discretion, taking into account all appropriate circumstances, require and direct the Company to seek reimbursement or forfeiture of any annual incentive payment, bonus, or long-term incentive payment or equity award to a named executive officer that was approved, awarded, paid, or granted to such individual, where: (1) the payment was predicated upon achieving certain financial results that were subsequently the subject of a restatement of any Company financial statement filed with the SEC; (2) the Compensation Committee determines the executive caused or substantially caused the need for the restatement by (i) engaging in intentional or reckless misconduct, or (ii) knowingly failing to act to prevent misconduct; and (3) a lower payment would have been made to the named executive officer based upon the restated financial results. In the circumstances of a restatement, the reimbursement or forfeiture is limited to the amount by which the named executive officer’s payment for the relevant period exceeds the lower payment that would have been made based upon the restated financial results, and will only apply to payments made in the year in which the restatement is filed or in the two completed fiscal years prior to the year in which the restatement is filed. Equity Award Timing Policies and Practices The Company does not currently grant (and does not have any outstanding) stock options, SARs or any similar awards with "option-like" features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company. However, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation. Tax Provisions and Accounting Consequences The Compensation Committee considers the anticipated tax consequences to us and our executive officers when reviewing our compensation programs, as the deductibility of some types of compensation payments or the amount of tax imposed on the payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights or termination of employment. In 2025, the Compensation Committee considered the requirements of Code Section 409A where applicable when structuring the executive compensation packages. Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and/or paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments, and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes, and interest on their vested compensation under such plans. Changes in applicable tax laws and regulations, the increase in our stock price, and other factors beyond the Compensation Committee’s control can also affect the deductibility of compensation. Code Section 280G disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20 percent tax penalty on the individual receiving the excess payment. A parachute payment is compensation that is linked to or triggered by a change in control and may include, but is not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our executive officers, our Compensation Committee considers all elements of the cost to our Company of providing such compensation, including the potential impact of Code Section 280G. Our Board and its Compensation Committee have noted the unfavorable consequences to the Company and its executives of triggering such excess payments, and have taken measures to minimize these negative consequences. None of our named executive officers or any other employees have tax gross-up provisions in any of their compensation agreements or arrangements. The Compensation Committee also regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. In particular, ASC Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our awards with our overall executive compensation philosophy and objectives. While the tax accounting impact of any compensation arrangement is a factor to be considered in determining appropriate compensation, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. The Compensation Committee will consider ways to maximize the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate executive officers in a manner commensurate with performance and the competitive environment for executive talent. The Compensation Committee may continue to award compensation which is not fully deductible to our executive officers if it determines that such award is consistent with its philosophy and is in our and our stockholders’ best interests. Say-on-Pay We provide our stockholders with the opportunity to cast an annual advisory vote on the compensation of our named executive officers (a “say-on-pay proposal”). At our 2025 Annual Meeting of Stockholders held on June 12, 2025, 98.7 percent of the votes cast on the say-on-pay proposal at that meeting voted in favor of the proposal. The Company submits compensation for named executive officers for an advisory vote on an annual basis pursuant to the advisory recommendation of stockholders made in 2023, and the Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposals when making future compensation decisions for our named executive officers. Compensation Committee Report Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act or the Exchange Act that might incorporate future filings, in whole or in part, including the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and its Registration Statements on Forms S-3 and S-8, the following Report shall not be incorporated by reference into any such filings. The Compensation Committee of the Board of Everforth has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K promulgated under the Exchange Act and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Compensation Committee of the Board of Directors Carol J. Lindstrom (Chair) Brian J. Callaghan Jonathan S. Holman SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our named executive officers for services rendered to Everforth for the years ended December 31, 2025, 2024 and 2023.
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| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan ($)(3) | All Other Compensation ($)(4) | Total ($) | | Theodore S. Hanson | Chief Executive Officer | 2025 | 1,100,000 | — | 7,787,118 | 1,566,066 | 22,488 | 10,475,672 | | | 2024 | 1,050,000 | — | 6,174,382 | 1,089,273 | 22,981 | 8,336,636 | | | 2023 | 1,050,000 | — | 5,344,802 | 441,000 | 22,456 | 6,858,258 | | Sadasivam (Shiv) Iyer | President | 2025(1) | 712,603 | — | 5,933,272 | 1,061,577 | — | 7,707,452 | | Marie L. Perry | Executive Vice President and Chief Financial Officer | 2025 | 650,000 | — | 2,347,450 | 623,435 | 100,915 | 3,721,800 | | | 2024 | 605,000 | — | 1,475,160 | 433,181 | 23,981 | 2,537,322 | | | 2023 | 595,000 | — | 1,361,278 | 163,923 | 18,456 | 2,138,657 | | Jennifer H. Painter | Senior Vice President, Chief Legal Officer and Secretary | 2025 | 570,000 | — | 1,931,592 | 474,568 | 12,488 | 2,988,648 | | | 2024 | 550,000 | — | 1,195,894 | 330,166 | 12,981 | 2,089,041 | | | 2023 | 540,000 | — | 1,123,127 | 137,700 | 12,456 | 1,813,283 | | Rose L. Cunningham | Vice President, Chief Accounting Officer and Controller | 2025 | 362,000 | — | 500,340 | 260,404 | 12,403 | 1,135,147 | | | 2024 | 350,000 | — | 305,434 | 191,888 | 12,981 | 860,303 | | | 2023 | 341,000 | 50,000 | 285,900 | 76,725 | 12,456 | 766,081 | | Randolph C. Blazer | Executive Vice Chair | 2025 | 807,500 | — | 2,063,714 | 1,006,848 | 21,092 | 3,899,154 | | | 2024 | 990,000 | — | — | 889,320 | 21,402 | 1,900,722 | | | 2023 | 975,000 | — | — | 365,625 | 18,225 | 1,358,850 |
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| (1) Does not participate in the nonqualified deferred compensation plan. | | (2) Ms. Painter deferred five percent of her salary through the plan termination date, and her deferral election for her 2025 bonus was canceled with the termination of the plan. This amount is included in the amount reported as "Salary" for 2025 in the Summary Compensation Table. | | (3) These earnings are not included in the Summary Compensation Table in this proxy statement or prior proxy statements as there were no Company contributions, and the DCP investment options substantially track the Company's 401(k) plan fund elections. |