DEF 14A of Granite Ridge Resources, Inc.
Filed Apr 15, 2024 · FY20230001104659-24-047168
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS Our Board is currently composed of seven directors, divided into three classes serving staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement. Below the table is a brief biography of each of our directors and executive officers. There is no family relationship between any director or executive officer of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position | Director Class | Term Expiration | Independent | | Luke C. Brandenberg | 38 | President and Chief Executive Officer | | | | | Tyler S. Farquharson | 41 | Chief Financial Officer | | | | | Matthew Miller | 40 | Director and Co-Chairman of the Board | Class II | 2024 | No | | Griffin Perry | 40 | Director and Co-Chairman of the Board | Class III | 2025 | No | | Amanda N. Coussens | 43 | Director | Class III | 2025 | Yes | | Thaddeus Darden | 37 | Director | Class I | 2026 | No | | Michele J. Everard | 72 | Director | Class I | 2026 | Yes | | Kirk Lazarine | 70 | Director | Class I | 2026 | No | | John McCartney | 71 | Director | Class II | 2024 | Yes |
Director Nominees
Director Nominees In evaluating the nominees for the Board, the Board and the Environmental, Social & Governance (“ESG”) Committee took into account the qualities they seek for directors, as discussed below under “Corporate Governance” and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of the Company. These individual qualifications and skills are included below in each nominee’s biography.
Director Nominees
| | Matthew Miller, Director (Class II) and Co-Chairman of the Board Mr. Miller is a Co-Founder and has served as a Managing Director at Grey Rock Investment Partners (“Grey Rock Partners”) since 2013 and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2013. At Grey Rock Partners, Mr. Miller focuses on deal origination, valuation, due diligence, execution, project management and divestitures. Mr. Miller works to maximize return for a given amount of risk for the Grey Rock Partners’ portfolio. Previously, Mr. Miller served as a Vice President at Bluescape Resources from 2008 to 2013. And prior to Bluescape Resources, Mr. Miller worked at McKinsey & Co. from 2006 to 2008. Mr. Miller also serves as the co-chair of the University of Virginia Jefferson Scholars DFW Regional Selection Committee. Mr. Miller holds a BS in Commerce from the University of Virginia, and he is a Certified Financial Analyst (“CFA”) charterholder. Mr. Miller has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Miller is qualified to serve on the Board because of his extensive experience in the energy sector, his business acumen, and his leadership skills. |
Director Nominees
| | John McCartney, Director (Class II) Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit. Since 2010, Mr. McCartney has served as Chairman of the Board of Huron Consulting Group (NASDAQ: HURN), where he has been a director since 2004. Mr. McCartney has also served as a director of EQT, Corp. (NYSE: EQT), a publicly traded natural gas exploration and production company, since 2019 and currently serves as a member of its public policy and corporate responsibility, and corporate governance committees. From 2007 to 2023, Mr. McCartney served on the board of Datatec Limited, a publicly traded networking technology and services company. Mr. McCartney has also served on the boards of Transco, Inc. a Chicago-based company that provides solutions to customers in the electric utility industry, Westcon Group, Inc., a specialty distributor of networking and communications equipment, Rice Energy Inc., a formerly publicly traded independent natural gas and oil company acquired by EQT in 2017, and Covance Inc., a formerly publicly traded drug development services company acquired by Laboratory Corporation of America Holdings (NYSE: LH) in 2015. Mr. McCartney received a B.A. in Philosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. McCartney has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. McCartney is qualified to serve on the Board because of his deep public company, governance, and accounting experience, having served as chairman and vice chairman of the boards of numerous public and private companies, including another energy company. |
Continuing Directors
Continuing Directors
Continuing Directors
| | Griffin Perry, Director (Class III) and Co-Chairman of the Board Mr. Perry is a Co-Founder and has served as a Managing Director at Grey Rock Investment Partners (“Grey Rock Partners”) since 2013 and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2013, where he focuses on deal origination, business development, portfolio management, and divestitures. From 2012 to 2013, Mr. Perry was the President of Caddis Energy, an oil and gas investment company that partnered with industry leaders to raise capital and develop a pipeline of business focusing on both operated and non-operated oil and gas properties. From 2007 to 2012, Mr. Perry worked as a financial advisor with UBS and Deutsche Bank. During his tenure in these positions, Mr. Perry worked to grow assets under management from $300 million to $500 million. He is also a member of the Cotton Bowl Board. Mr. Perry holds a BA in economics and history from Vanderbilt University. Mr. Perry has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Perry is qualified to serve on the Board because of extensive experience in the energy sector, in risk management and investor relations, as well as his business acumen and leadership skills. |
Continuing Directors
| | Amanda N. Coussens, Director (Class III) Ms. Coussens is the Chief Financial Officer and Chief Compliance Officer for P10, Inc. (NYSE: PX), a publicly traded asset manager, with over $20 billion in assets under management where she has served since January 2021, taking P10, Inc. both through an initial public offering and a subsequent debt refinance. Prior to P10, Inc., from 2017 through 2020, Ms. Coussens served as Chief Financial Officer and Chief Compliance Officer of PetroCap, LLC (“PetroCap”), an upstream energy private equity fund, where she oversaw finance both for PetroCap and portfolio companies of PetroCap. Prior to PetroCap, from 2015 through 2017, Ms. Coussens served as a consulting Chief Financial Officer with Aduro Advisors where she worked for several start-up venture and private equity funds in the upstream energy sector. Prior to Aduro Advisors, from 2014 through 2016, Ms. Coussens served as Chief Financial Officer for White Deer Energy, a private equity firm targeting investments in oil and gas exploration and production, oilfield service and equipment manufacturing, and the midstream sector of the energy industry. Prior to White Deer Energy, from 2013 through 2014, Ms. Coussens served as Director of Financial Services for Timmon Advisors, LLC, an asset management firm, and from 2010 through 2013, Ms. Coussens served as Director of SEC and Financial Reporting for Edelman Financial Group (formerly Sanders Morris Harris) (NASDAQ: EF), a publicly traded asset management firm with over $20 billion of assets under management, overseeing aspects of SEC reporting and acquisition integration. Ms. Coussens began her career as an audit and tax associate for Null-Lairson, P.C. from 2002 to 2004, an audit manager for Grant Thornton from 2004 to 2008, and a controller for Tudor, Pickering, Holt and Co. and TPH Partners from 2008 to 2010. Ms. Coussens is a Certified Public Accountant and holds a B.A. in Accounting from the University of Houston, where she graduated with honors. Ms. Coussens has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Coussens is qualified to serve on the Board because of her extensive experience in the energy industry in finance, accounting, and operational roles, including her prior expertise as the CFO of a publicly traded company and experience with oil and gas private equity firms. | | | Thaddeus Darden, Director (Class I) Mr. Darden has served as a Managing Director at Grey Rock Partners and a member of Grey Rock Partners’ Investment Committee and Valuation Committee since 2023. Previously, Mr. Darden served in various roles of increasing responsibility at Grey Rock Partners since 2014, most recently as Partner — Finance. Mr. Darden manages Grey Rock Partners’ investment team and leads deal diligence, portfolio valuation, and business development. From 2010 to 2014, Mr. Darden worked at Bain & Company primarily in the oil and gas practice. During Mr. Darden’s tenure at Bain, he provided deal diligences, built growth strategies, and streamlined operations for numerous upstream and midstream oil and gas companies. Mr. Darden holds a BS in Systems Engineering from the University of Virginia where he was a Jefferson Scholar. Mr. Darden has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Darden is qualified to serve on the Granite Ridge Board because of his extensive experience in the energy sector, particularly with respect to deal origination, valuation, and analysis, and his business acumen. |
Continuing Directors
| | Michele J. Everard, Director (Class I) Ms. Everard was employed in the University of Michigan’s Investment Office for over 38 years, most recently as Managing Director, until her retirement in December of 2019. Ms. Everard was responsible for investment strategy, recommendation of new investment opportunities and monitoring of the University Endowment’s Real Estate and Natural Resources portfolios. She was a member of the University’s Investment Committee from 2009 to 2019 and participated in the management of all of the University’s investment programs, including the Endowment Fund which ranks in the top ten among institutions of higher education. Currently, Ms. Everard is a member of the Advisory Board of the RFM Affordable Housing Fund, L.P., sponsored by Related Fund Management, LLC, since 2022. Ms. Everard has a Bachelor of Business Administration in finance from Eastern Michigan University and is a CFA charterholder. Ms. Everard has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Everard is qualified to serve on the Board because of her depth of knowledge as the director of real asset investments for the University of Michigan. | | | Kirk Lazarine, Director (Class I) Mr. Lazarine is a Co-Founder at Grey Rock Partners. From 2013 through 2023, Mr. Lazarine was a Managing Director at Grey Rock and a member of Grey Rock Partners’ Investment Committee, where he focused on deal origination, business development, portfolio management, and divestitures. From 2004 to 2013, Mr. Lazarine served as CEO of KOR Resources (“KOR”), where he led the acquisition of a significant lease position in the Eagle Ford oil window. Prior to working at KOR, Mr. Lazarine served at Chevron for 23 years, including as an area manager for Chevron’s unconventional gas team. Mr. Lazarine holds a Bachelors of Business Administration degree from Southwest Texas State University and a Bachelor of Science degree in Petroleum Land Management from the University of Houston. He is a member of the American Association of Petroleum Landmen (AAPL) and the West Houston Association of Petroleum Landmen (WHAPL). Mr. Lazarine has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Lazarine is qualified to serve on the Board because of extensive experience in the energy sector, his business acumen, and his leadership skills. |
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The Board, based on the recommendation of the ESG Committee, has proposed that the following two nominees be elected as Class II Directors of Granite Ridge at the Annual Meeting, each of whom, if elected, will hold office until our annual meeting of stockholders in 2027 or until his successor shall have been elected and qualified or his earlier death, resignation, or removal: • Matthew Miller • John McCartney Each of the nominees is currently a Class II Director of the Company. Biographical information for each nominee is contained in the “Directors and Executive Officers” section above. Although the Board expects that the two nominees will be willing and available to serve as directors, if either of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION The tables and narrative disclosure below provide compensation disclosures that satisfy the requirements applicable to emerging growth companies, as defined in the JOBS Act. As an emerging growth company, we are not required to hold a “say-on-pay” vote or include Compensation Discussion & Analysis disclosure in this proxy statement. The following sections provide compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under the rules of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation. On May 16, 2022, Grey Rock Energy Management, LLC (“Grey Rock”) and funds managed by Grey Rock formed GREP Holdings, LLC (“GREP”), who entered into a business combination agreement (the “Business Combination Agreement”) with Executive Network Partnering Corporation (“ENPC”), an NYSE publicly traded special purpose acquisition company, Granite Ridge, ENPC Merger Sub, Inc., a wholly-owned subsidiary of Granite Ridge (“ENPC Merger Sub”), and GREP Merger Sub, LLC, a wholly-owned subsidiary of Granite Ridge (“GREP Merger Sub”), pursuant to which (i) ENPC Merger Sub merged with and into ENPC (the “ENPC Merger”), with ENPC surviving the ENPC Merger as a wholly-owned subsidiary of Granite Ridge and (ii) GREP Merger Sub merged with and into GREP (the “GREP Merger” and, together with the ENPC Merger, the “Mergers”), with GREP surviving the GREP Merger as a wholly-owned subsidiary of Granite Ridge (the transactions contemplated by the foregoing clauses (i) and (ii) the “Business Combination”). Effective July 1, 2022, Luke Brandenberg, the Company’s Chief Executive Officer and President, and Tyler Farquharson, the Company’s Chief Financial Officer, became employees of the Manager on an interim basis pending the closing of the Business Combination. Each of Mr. Brandenberg and Mr. Farquharson received an annual base salary of $250,000, prorated for the period of employment, and the opportunity to participate in the Manager’s standard health and dental benefit plans through the closing. Effective as of the closing of the Business Combination, Messrs. Brandenberg and Farquharson entered into employment agreements with the Company. After the completion of the Business Combination, no directors or members of ENPC’s management team remained with Granite Ridge and its consolidated subsidiaries after giving effect to the Business Combination (the “Combined Company”) or are paid consulting or management fees from the Combined Company. Additionally, no executive officer or director of ENPC received cash compensation for services rendered to ENPC prior to the Business Combination. Any compensation to be paid to our executive officers will be determined, or recommended to the Board for determination, by its Compensation Committee. Pursuant to the MSA, persons employed by the Manager will provide services to Granite Ridge. None of the persons employed by the funds, GREP or the Manager as of December 31, 2023 are executive officers of Granite Ridge. Our Named Executive Officers for 2023 (collectively, our “Named Executive Officers” or “NEOs”) are:
EXECUTIVE AND DIRECTOR COMPENSATION
| Name | Principal Position | | Luke C. Brandenberg | President and Chief Executive Officer | | Tyler S. Farquharson | Chief Financial Officer |
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation paid to our Named Executive Officers for the fiscal years ended December 31, 2022 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp. ($) | All Other Comp.(8) ($) | Total ($) | | Luke C. Brandenberg President and Chief Executive Officer | 2023 | $400,000 | $300,000 | $355,824(1) | $161,710(2) | | $6,000 | $1,223,534 | | | 2022 | $71,371(3) | $150,000(4) | — | — | — | — | $221,371 | | Tyler S. Farquharson Chief Financial Officer | 2023 | $385,000 | $173,250 | $305,819(5) | $161,710(2) | | $6,000 | $1,031,779 | | | 2022 | $68,871(6) | $57,750(7) | — | — | — | — | $126,621 |
Summary Compensation Table
(1) The amounts shown represent the aggregate grant date fair value of: (i) a grant of 23,502 shares of common stock (16,533 shares of common stock net of taxes) that vested on January 3, 2023; (ii) a grant of 13,287 shares of restricted stock that vests in three equal annual tranches beginning on March 21, 2024; and (iii) a grant of a maximum of 26,574 shares of performance-based restricted stock units (with a target of 13,287 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2025 that vests on the last day of the performance period. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the shares of common stock and restricted stock were calculated based on the market-quoted closing price of the Company’s common stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo method. Additional detail regarding the awards reflected within this column is included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (2) The amounts shown represent a grant of 196,054 nonqualified stock options for each officer with a term expiration of March 31, 2033 that vests in three equal annual installments beginning on March 21, 2023. Of the 196,054 total options granted, 160,000 of the options have an exercise price per share of $9.22, and 36,054 of the options have an exercise price per share of $5.02. Grant date fair values were calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. For stock options granted at the money (those with an exercise price of $5.02), grant date fair value was estimated using the Black-Scholes pricing model. For stock options granted with an exercise price of $9.22, grant date fair value was estimated using a lattice based option valuation model that incorporated a range of assumptions. The aggregate grant date fair value of the options was calculated by the Monte Carlo simulation method. Additional detail regarding the awards reflected within this column is included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. (3) Mr. Brandenberg also earned $78,629 in salary from the Manager from July 1, 2022, through the closing of the Business Combination. (4) Represents a bonus earned in 2022 and paid in 2023. (5) The amounts shown represent the aggregate grant date fair value of: (i) a grant of 17,626 shares of common stock (12,399 shares of common stock net of taxes) that vested on January 3, 2023; (ii) a grant of 13,287 shares of restricted stock units that vests in three equal annual tranches beginning on March 21, 2024; and (iii) a grant of a maximum of 26,574 shares of performance-based restricted stock units (with a target of 13,287 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2025 that vests on the last day of the performance period. The grant date fair value of each award was calculated by using the same methods as described in footnote (1) to this Summary Compensation Table. Mr. Farquharson also earned $78,629 in salary from the Manager from July 1, 2022 through the date of the Business Combination. Represents a bonus earned in 2022 and paid in 2023. (8) Represents matching contributions to the Company’s 401(k) plan for each NEO. The Compensation Committee has approved an annualized base salary of $500,000 for Mr. Brandenberg for fiscal year 2024 and an annualized base salary of $450,000 for Mr. Farquharson for fiscal year 2024. In March 2024, the Compensation Committee awarded Mr. Brandenberg and Mr. Farquharson each: (i) a performance-based restricted stock unit award under the Incentive Plan (as hereinafter defined) with a target award of 41,254 shares of common stock and 29,703 shares of common stock, respectively, and a maximum award of 82,508 shares of common stock and 59,406 shares of common stock, respectively, dependent on the achievement of certain performance criteria over a three-year performance period ending on December 31, 2026; (ii) stock options to acquire 78,125 shares of common stock and 56,250 shares of common stock, respectively, at an exercise price of $6.06 per share with a term expiration of March 31, 2034 and that vest in three equal annual installments beginning on March 6, 2024; and (iii) 20,627 shares of restricted stock and 14,851 shares of restricted stock, respectively, that vest in three equal annual installments beginning on March 6, 2025.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table and the footnotes thereto describe the equity-based awards held by our NEOs that were outstanding as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option awards | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Luke C. Brandenberg | | | | | | | | | | Restricted Stock(1) | | | | | 13,287 | $79,988 | | | | Performance-Based Restricted Stock Units(2) | | | | | | | 26,574 | $159,975 | | Stock Options(3) | 53,333 | 106,667 | 9.22 | 3/31/33 | | | | | | Stock Options(4) | 12,018 | 24,036 | 5.02 | 3/31/33 | | | | | | Tyler S. Farquharson | | | | | | | | | | Restricted Stock(1) | | | | | 13,287 | $79,988 | | | | Performance-Based Restricted Stock Units(2) | | | | | | | 26,574 | $159,975 | | Stock Options(3) | 53,333 | 106,667 | 9.22 | 3/31/33 | | | | | | Stock Options(4) | 12,018 | 24,036 | 5.02 | 3/31/33 | | | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
Represents 13,287 shares of restricted stock granted on March 21, 2023. The shares of restricted stock will vest in three equal tranches on March 21, 2024, March 21, 2025 and March 21, 2026, subject to the NEO’s continued employment by the Company on each vesting date. The market value of the shares of restricted stock was calculated by multiplying the number of shares shown by $6.02, the closing price of Granite Ridge’s common stock on December 29, 2023, the last trading day of the year. (2) Represents performance-based restricted stock units, with a performance period running from March 21, 2023 to December 31, 2025. Because the relevant performance metrics of the performance-based restricted stock units were trending between target and maximum performance as of December 31, 2023, the number of shares shown reflects the number of shares that would be earned at maximum performance. The market value of the shares of performance-based restricted stock units was calculated by multiplying the number of shares shown by $6.02, the closing price of Granite Ridge’s common stock on December 29, 2023, the last trading day of the year. (3) Represents 160,000 nonqualified stock options granted on March 21, 2023. One third of the options vested on March 21, 2023 and one third vested on March 21, 2024; the remaining options will vest on March 21, 2025. Because the numbers in this Outstanding Equity Awards at 2023 Fiscal-Year End Table reflect outstanding equity-based awards as of December 31, 2023, the tranche of options that vested on March 21, 2024 are reflected as unexercisable in this table. (4) Represents 36,054 nonqualified stock options granted on March 21, 2023. One third of the options vested on March 21, 2023 and one third vested on March 21, 2024; the remaining options will vest on March 21, 2025. Because the numbers in this Outstanding Equity Awards at 2023 Fiscal-Year End Table reflect outstanding equity-based awards as of December 31, 2023, the tranche of options that vested on March 21, 2024 are reflected as unexercisable in this table.
Director Compensation
Director Compensation The Compensation Committee recommended, and the Board approved, the following compensation for the Board in 2023: an annual Board retainer of $75,000 per director, payable quarterly in arrears in cash (or at the election of the director, in stock); an annual equity grant of $75,000 per director; an additional annual retainer for the Audit Committee Chair of $15,000, payable quarterly in arrears in cash (or at the election of the Audit Committee Chair, in stock); and for each of the independent directors, a one-time initial equity grant of $100,000 in January 2023. Each director will be reimbursed for travel and miscellaneous expenses to attend meetings and activities of the Board or its committees. Each director will also be fully indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law. The table below presents information regarding the compensation earned or received by our directors during the year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Amanda N. Coussens(2) | $90,000 | $175,000 | $265,000 | | Thaddeus Darden | $75,000 | $75,000 | $150,000 | | Michele J. Everard | $75,000 | $175,000 | $250,000 | | Kirk Lazarine | $75,000 | $75,000 | $150,000 | | John McCartney | $75,000 | $175,000 | $250,000 | | Matthew Miller | $75,000 | $75,000 | $150,000 | | Griffin Perry | $75,000 | $75,000 | $150,000 |
Director Compensation
(1) Represents a one-time initial grant of 11,751 shares of common stock to each of Ms. Coussens, Ms. Everard, and Mr. McCartney, the independent directors on the Board, on January 3, 2023, as well as a grant of 8,813 shares of restricted stock to each of the directors on the Board, on January 3, 2023. The restricted stock remained outstanding as of December 31, 2023 and vested on January 3, 2024. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair values of the shares of common stock and shares of restricted stock were calculated based on the market quoted closing price of the Company’s common stock on the date of the awards. Additional detail regarding the awards reflected within this column is included in Note 13 of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Includes cash retainer for service as the Audit Committee Chair.