DEF 14A of Climb Global Solutions, Inc.
Filed Apr 29, 2024 · FY20230001104659-24-054110
Director Compensation and Arrangements
Director Compensation and Arrangements The following table sets forth information regarding the compensation earned by or awarded to each director, who is not a named executive officer who served on the Board, for the fiscal year ended December 31, 2023.
Director Compensation and Arrangements
| Name | Fees Earned or Paid In Cash ($) | Stock Awards ($) (1) | Total ($) | | Jeff Geygan | 100,000 | 100,000 | 200,000 | | John McCarthy | 75,000 | 100,000 | 175,000 | | Andy Bryant | 85,000 | 100,000 | 185,000 | | Gerri Gold | 80,000 | 100,000 | 180,000 | | Greg Scorziello | 60,000 | 100,000 | 160,000 | | Kimberly Boren | 75,000 | 158,160 | 233,160 |
Director Compensation and Arrangements
| (1) The amount included in “Stock Awards” is the aggregate grant date fair value associated with stock awards granted to our outside directors in 2023, computed in accordance with FASB ASC Topic 718. The stock awards vested in full on the date of grant. See Note 9, “Stockholder’s Equity and Stock Based Compensation” to the Company’s consolidated financial statements set forth in its Annual Report on Form 10-K for the assumptions made in determining stock award values. |
Director Compensation and Arrangements
During 2023, each outside director (i.e., non-employee) received $15,000 per quarter for serving on the Board, as well as reimbursement for reasonable expenses incurred in connection with services as a director. Additionally, the Board Chair receives an annual fee of $40,000, the Chair of the Audit Committee receives an annual fee of $25,000, the Chair of the Risk and Security Committee receives an annual fee of $20,000, and the Chair of the Nominating and Corporate Governance Committee and the Chair of the Compensation Committee each receives an annual fee of $15,000. In addition, on August 18, 2023 each of Messrs. Bryant, Geygan, McCarthy, Scorziello and Mses. Boren and Gold received a grant of 2,543 shares of restricted stock, which vest at the earlier of: (i) the Meeting or (ii) one year from the date of grant. Additionally, on August 18, 2023, Ms. Boren received a grant of 1,479 shares of restricted stock, all of which vested in full on the date of grant, which represented her pro rata grant for the period from her first day of service through the 2023 Meeting.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following seven individuals for election to the Board at the Meeting. If elected, each director nominee will hold office until the 2025 Annual Meeting of Stockholders and until her or his successor is elected and qualified. The accompanying proxy will be voted for the election as directors of the nominees listed below unless the proxy contains contrary instructions. There are no arrangements or understandings pursuant to which a Company nominee for election as director is proposed to be elected, other than with a director or officer acting solely in that capacity. Each of the Company’s nominees has consented to serve as a nominee, be named in this proxy statement and to serve as a director if elected, and management has no reason to believe that any of the Company’s nominees will not be a candidate or will be unable to serve as a director. However, in the event that any of the Company’s nominees should become unable or, for good cause, unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the directors. Set forth below is certain information, as of April 15, 2024, with respect to each nominee:
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | Jeff Geygan | 62 | Mr. Geygan has served as a director of the Company since February 2018, and as Board Chair since May 2018. Mr. Geygan has over 35 years investment management experience and currently serves as the Chief Executive Officer and President of GVIC, an investment research and advisory services firm, which he founded in 2007. Prior to founding GVIC, Mr. Geygan served as a Senior Portfolio Manager at UBS Financial Services, Inc. and Salomon Smith Barney, Inc.. Mr. Geygan is a director and Board Chair of Rocky Mountain Chocolate Factory, Inc. (NASDAQ: RMCF). Mr. Geygan has taught undergraduate and graduate-level courses at IE University in Madrid, Spain, the University of Wisconsin – Milwaukee Lubar School of Business, and the College of Charleston. He serves on the Advisory Board of the University of Wisconsin – Madison Department of Economics. Mr. Geygan received a Bachelor of Arts degree in Economics from the University of Wisconsin. The Board believes his qualifications to serve on the Board and as Board Chair include his years of experience in the finance industry, expertise in financial statement analysis, and public company governance and oversight experience. | February 2018 | | John McCarthy | 60 | Mr. McCarthy has served as a director of the Company since June 2019. Mr. McCarthy most recently served as President and Chief Executive Officer of Mainline Information Systems, a nationally recognized technology solution provider, from April 2009 to May 2022. Mr. McCarthy previously held executive management positions with EMC, StorageApps, CNT, MCData and Virtual Iron. Mr. McCarthy served as a member of the board of directors of Nasuni Corporation until November 2019, and currently serves as a member of the Operating Board for Stripes Group, and a member of the Board of Trustees for Providence College. Mr. McCarthy received a Bachelor of Science degree in Marketing from Providence College. The Board believes that Mr. McCarthy’s qualifications to serve on the Board include his substantial industry and executive leadership experience. | June 2019 | | Andy Bryant | 68 | Mr. Bryant has served as a director of the Company since July 2019. Mr. Bryant spent most of his career at Arrow Electronics, Inc. and Avnet, Inc., both Fortune 500 companies focused on supply chain services for electronic components and enterprise computing solutions globally. From April 2008 until his retirement in May 2016, Mr. Bryant held executive management positions with Arrow Electronics, Inc. Mr. Bryant was named President of the company’s Enterprise Computing Solutions business in 2008 and specified as an executive officer of the corporation. He served as the Chief Operating Officer of the company from May 2014 to May 2016. Prior to his tenure at Arrow, he served as President of Avnet’s global operating groups and as a Senior Vice President of Avnet, Inc. He was specified as a corporate officer of Avnet in 1996 and became an executive officer in 1999. Mr. Bryant received a Bachelor of Arts degree in History from the University of Maryland. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry. | July 2019 |
ELECTION OF DIRECTORS
| Dale Foster | 60 | Mr. Foster was appointed our Chief Executive Officer and elected to our Board in January 2020. Mr. Foster previously held the positions of President of Lifeboat Distribution, Inc., a subsidiary of the Company, from July 2019 to January 2020 and Executive Vice President of the Company from January 2018 to July 2019. Mr. Foster served as Executive Vice President and General Manager of Promark Technology Inc. (“Promark”), which operated as a subsidiary of Ingram Micro Inc. From November 2012 until January 2018. From 1997 until Promark was acquired by Ingram Micro Inc. in 2012, Mr. Foster served as President and Chief Executive Officer of Promark, a value-added distributor with the core focus of distributing emerging data storage and virtualization solutions. Mr. Foster is a graduate of the Rochester Institute of Technology, where he earned a Bachelor’s of Technology in Electrical Engineering. Mr. Foster also holds an Associate’s degree in Electrical Engineering from Alfred State College. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry, as well as his executive leadership experience. | January 2020 | | Gerri Gold | 65 | Ms. Gold has served as a director of the Company since June 2021. Ms. Gold currently serves as President & CEO of HPE Financial Services, a subsidiary of Hewlett Packard Enterprise Company (NYSE:HPE). Prior to this role, Ms. Gold served as Senior Vice President and Chief Operating Officer for HPE Financial Services, since May of 2018. Prior to that Ms. Gold was Vice President of Global Accounts, Sales, Marketing and Managing Director of Asset Management for HPE Financial Services since 2015. Ms. Gold previously held senior management positions with HPE Financial Services, Compaq and AT&T. In addition, Ms Gold is currently Chairperson of the Hewlett Packard International Bank DAC (HPIB), a fully licensed European Bank operating in over 20 European countries. Ms. Gold received a Bachelor of Business Administration degree from the University of Michigan and a Masters of Business Administration from New York University. The Board believes that her qualifications to serve on the Board include her business strategy experience, her years of experience in the technology industry, and senior leadership experience. | June 2021 | | Greg Scorziello | 63 | Mr. Scorziello has served as a director of the Company since February 2022. Mr. Scorziello brings over 35 years of experience creating and building international operations for early stage and mid-size companies such as EMC when it was a sub 100 person entity. He has spearheaded over $750 million in technology acquisitions globally with a focus on Europe, Middle East, Africa, Asia, and Latin America. Currently, Mr. Scorziello serves as a board member, strategic advisor and investor for DC Byte, a global information service provider for the Data Center sector. Prior to DC Byte he has held a number of international leadership and general management positions with a variety of US and UK headquartered companies including, Immuta, Appvia, Actifio, IBM and Global Switch. The Board believes that his qualifications to serve on the Board include his years of experience in the technology industry, as well as his executive leadership experience. | February 2022 |
ELECTION OF DIRECTORS
| Kimberly Boren | 50 | Ms. Boren has served as a director of the Company since November 2022. Ms. Boren currently serves as the Chief Financial Officer of Learfield’s Paciolan, Sidearm, and MogoSME Divisions, which provide ticketing, marketing, websites, and technology solutions to many of the biggest brands in sports and live entertainment. Prior to that Ms Boren served as the Chief Financial Officer for AutoWeb (NASDAQ:AUTO). She has also held multiple finance leadership roles at Honeywell International (NASDAQ:HON) and Experian (LSE:EXPN). Ms. Boren received a Bachelor of Administration degree from the University of California, Santa Barbara and a Masters of Business Administration in finance from the Marshall School of Business at University of Southern California. The Board believes that her qualifications to serve on the Board include her public company experience, financial expertise, and senior leadership experience. | November 2022 |
Overview and Named Executive Officers
| ● | Short-term cash incentive and bonus awards tied to the Company’s and each executive’s annual performance; |
Overview and Named Executive Officers
| ● | Long-term equity incentive awards; and |
Overview and Named Executive Officers
In April 2023, the Compensation Committee recommended, and the Board approved, performance cash bonus awards for 2023 (the “Performance Bonus Awards”) which were developed based on the performance metrics below. Pursuant to the Performance Bonus Awards, the Company’s executive officers were eligible to receive cash incentive payments for 2023 dependent on the Company metrics listed below. The Compensation Committee established performance goals for the Company’s 2023 fiscal year in April 2023. Because payments of cash awards under the Performance Bonus Awards are determined by comparing actual performance to the performance goals established by the Compensation Committee, it is not possible to predict at the time of grant the actual amount of future benefits that will be paid under the Performance Bonus Awards. The principal targets in the Performance Bonus Awards were adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and gross profit margin as a percentage of Adjusted Gross Billings (both are non-GAAP measures as reconciled in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K on pages 23 and 24). Adjusted EBITDA goal was weighted to account for 80% of the target 2023 Performance Bonus Award payout and the remaining 20% of target payout was based on the gross profit margin goal. Specific targets for each executive officer were determined by the Compensation Committee based on a review of the Company’s 2023 budget prepared by management and the factors described above. The targets are set at levels that, upon achievement of 100% of the target performance, are likely to result in bonus payments that the Compensation Committee believes reflect the Company’s strategic plan designed to increase stockholder value. The following table shows, for fiscal year 2023, the potential range of bonus payouts and the actual bonus payouts achieved as a percentage of the target, for each of the named executive officers who remained employed with the Company as of December 31, 2023.
Overview and Named Executive Officers
Equity Incentive. The Company’s executive officers are eligible to receive equity incentive awards under the 2021 Plan. The primary goal of the Company is to create long-term value for stockholders, and accordingly the Compensation Committee believes that equity incentive awards provide an additional incentive to executive officers to work towards maximizing stockholder value. The Compensation Committee views equity incentive awards as one of the more important components of the Company’s long-term, performance-based compensation philosophy. The grant of equity incentive awards to executive officers encourages equity ownership in the Company, and closely aligns executive officers’ interests to the interests of the stockholders. Equity incentive awards may be provided through initial grants at or near the date of hire, and through annual time-vested and performance-based grants. Equity incentive awards vest at such times and based such vesting conditions as are recommended by the Compensation Committee and approved by the Board, and are settled promptly upon vesting. The initial grant is designed for the level of skills required to fulfill the executive’s responsibilities and is designed to motivate the officer to make the kind of decisions and implement strategies and programs that will contribute to an increase in the Company’s enterprise value over time. Periodic additional equity incentive awards within the comparable range for the job are granted to reflect the executive’s ongoing contributions to the Company, to create an incentive to remain at the Company and to provide a long-term incentive to achieve or exceed the Company’s financial goals. In April 2023 the Compensation Committee recommended, and the Board approved, time-vested and performance-vested restricted stock units (“RSUs”). The time-vested RSUs vest in three equal annual installments and represent 40% of the award. Performance based RSUs vest based on continued service through January 1 following the last day of the performance cycle and attainment of an earnings per share (“EPS”) target and a return on equity target (“ROE”) and represent 60% of the award. EPS target equals 70% of the award and ROE target equals 30% of the award.
Overview and Named Executive Officers
| | | 2023-2025 | | | 2023-2025 EPS | Return on Equity | | | Potential | Potential | | Name | Payouts | Payouts | | Dale Foster | 0-150% | 0-150% | | Andrew Clark | 0-150% | 0-150% | | Vito Legrottaglie | 0-150% | 0-150% | | Charles Bass | 0-150% | 0-150% |
Overview and Named Executive Officers
Severance and Change-in-Control Arrangements. As stated above, the Compensation Committee believes that the interests of stockholders are best served by ensuring that the interests of our senior management are aligned with those of our stockholders. We believe that companies should provide reasonable severance benefits to executive officers due to the greater level of difficulty they face in finding comparable employment in a short period of time. In addition, in the change in control context, we believe that executive officers face a greater risk of job loss or modification as a result of a change-in-control transaction than other employees. By reducing the risk of job loss or reduction in authority, the change-in-control provision helps ensure that our executive officers support potential change-in-control transactions that may be in the best interests of our stockholders, even though the transaction may create uncertainty in their personal employment situation, and such a provision is necessary, we believe, to ensure that our total employment package for executives remains market competitive and are consistent with best industry practices. For additional details on our severance and change-in-control arrangements, see “Employment and Severance Agreements” and “Potential Payments Upon Termination or Change-in-Control.”
Summary Compensation Table
Summary Compensation Table The following table sets forth, for fiscal years 2023 and 2022, a summary of the annual and long-term compensation for services in all capacities of the named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Dale Foster | 2023 | 500,000 | — | 2,156,223 | 552,000 | 15,551 | 3,223,774 | | Director and Chief Executive Officer | 2022 | 376,922 | — | 722,000 | 361,000 | 23,008 | 1,482,930 | | Andrew Clark | 2023 | 330,000 | 25,000 | 188,002 | 220,800 | 11,038 | 774,840 | | Vice President and Chief Financial Officer | 2022 | 323,365 | 20,000 | 444,000 | 193,000 | 10,250 | 990,615 | | Charles Bass | 2023 | 325,000 | — | 149,988 | 220,800 | 13,231 | 709,019 | | Vice President and Chief Marketing Officer | 2022 | 299,038 | — | 389,000 | 181,000 | 14,170 | 883,208 | | Vito Legrottaglie | 2023 | 275,000 | 40,500 | 75,977 | 165,600 | 12,900 | 569,977 | | Vice President and Chief Information Officer | 2022 | 237,548 | 67,500 | 187,000 | 151,000 | 13,331 | 656,379 |
Summary Compensation Table
| (1) The amount included in “Stock Awards” is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8, “Stockholder’s Equity and Stock Based Compensation” in the Company’s consolidated financial statements set forth in our Annual Report on Form 10-K for the assumptions made in determining stock award values. | | (2) Amounts for a given year in this column represent non-stock incentive compensation earned in that year, which were paid out in the subsequent year. For more information regarding the Performance Bonus Awards, see Base Salary and Performance Cash Bonus Awards above. | | (3) A detailed description of the items disclosed as “All Other Compensation” is set forth in the table below. |
Outstanding Equity Awards
Outstanding Equity Awards The following table shows the number of shares of Common Stock covered by unvested Restricted Stock and RSUs - held by the Company’s named executive officers on December 31, 2023.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Stock Awards | | Equity Incentive Plan Awards | | | | Number of | Market Value | Number of | Market Value | | | Shares or | of Shares or | Shares or | of Shares or | | | Units of Stock | Units of Stock | Units of Stock | Units of Stock | | | That Have | That Have | That Have | That Have | | | Not Vested | Not Vested | Not Vested | Not Vested | | Name | (#)(1) | ($)(2) (3) | (#) | ($)(2) (3) | | Dale Foster | 30,213 | 1,656,579 | 10,441 | 572,480 | | Andrew Clark | 23,199 | 1,272,001 | 5,452 | 298,933 | | Charles Bass | 17,048 | 934,742 | 4,350 | 238,511 | | Vito Legrottaglie | 9,997 | 548,136 | 2,204 | 120,845 |
Outstanding Equity Awards at December 31, 2023
| (1) In April 2023, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 6,961, 3,635, 2,900 and 1,469 shares of Restricted Stock Units, respectively, based on achieving operating income goals under the 2021 bonus plan that vest over 3 equal annual installments. In February 2023, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 18,164, 11,170, 9,786 and 4,704 shares of Restricted Stock, respectively, based on achieving operating income goals under the 2021 bonus plan that vest over 16 equal quarterly installments. In March 2022, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 11,263, 7,376, 6,512 and 5,848 shares of Restricted Stock, respectively, based on achieving operating income goals under the 2021 bonus plan that vest over 16 equal quarterly installments. In July 2021, Mr. Clark was awarded a grant of 20,000 shares of Restricted Stock in conjunction with his appointment as Chief Financial Officer that vest over 16 equal quarterly installments. In February 2021, Mr. Bass was awarded a grant of 5,000 shares of Restricted Stock that vest over 16 equal quarterly installments. In February 2021, Messrs. Foster, Legrottaglie and Bass were awarded 16,040, 8,330 and 9,250 shares of Restricted Stock, respectively, based on achieving operating income goals under the 2020 bonus plan that vest over 16 equal quarterly installments. In February 2020, Messrs. Foster, Legrottaglie and Bass were awarded 9,870, 11,991 and 7,781 shares of Restricted Stock, respectively, based on achieving operating income goals under the 2019 bonus plan that vest over 16 equal quarterly installments. In January 2020, Mr. Foster was awarded a grant of 20,000 shares of Restricted Stock in conjunction with his appointment as Chief Executive Officer that vest over 16 equal quarterly installments. | | (2) The market value is based on the closing stock price of the Common Stock of $54.83 on December 29, 2023, the last trading day of 2023. | | (3) Per the terms of the underlying Restricted Stock agreements, if the executive’s employment with the Company terminates due to death or disability, the Restricted Stock shall immediately become fully vested. |
Restricted Stock Vested in 2023
Restricted Stock Vested in 2023 The table below shows the number of shares of Common Stock acquired during 2023 upon the vesting of Restricted Stock. In April 2023, Mr. Foster was awarded a grant of 35,000 shares of Restricted Stock in recognition of his performance over the last several years and to compensate him for changes to his compensation plan as a result from his participation in the Executive Severance and Change in Control Plan
Restricted Stock Vested in 2023
| | Stock Awards | | | | Number of | | | | Shares | Value | | | Acquired On | Realized On | | Name | Vesting (#) | Vesting ($) | | Dale Foster | 53,828 | 2,591,261 | | Andrew Clark | 9,638 | 407,190 | | Charles Bass | 9,586 | 404,831 | | Vito Legrottaglie | 7,712 | 325,371 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table illustrates the payments that would have been due to the NEOs in the event they are terminated without cause and in the event of a change in control or a termination of employment in conjunction with a change in control. Payments are calculated in accordance with the Severance Plan in place on December 31, 2023, as if each employee was terminated without cause on December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Severance Benefits of Eligible Executive Following Covered Termination Outside Change in Control Period | | | | | | Name | Payment based on salary ($) | Payment based on incentive compensation ($) | Accelerated Vesting of restricted stock awards ($) | Total ($) | | Dale Foster | 750,000 | 552,000 | - | 1,302,000 | | Andrew Clark | 330,000 | 220,800 | - | 550,800 | | Charles Bass | 325,000 | 220,800 | - | 545,800 | | Vito Legrottaglie | 275,000 | 165,600 | - | 440,600 |
Potential Payments Upon Termination or Change in Control
| Severance Benefits of Eligible Executive Following Covered Termination Within Change in Control Period | | | | | | Name | Payment based on salary ($) | Payment based on incentive compensation ($) | Accelerated Vesting of restricted stock awards ($) | Total ($) | | Dale Foster | 1,000,000 | 552,000 | 1,662,017 | 3,214,017 | | Drew Clark | 495,000 | 220,800 | 1,276,177 | 1,991,977 | | Charles Bass | 487,500 | 220,800 | 937,810 | 1,646,110 | | Vito Legrottaglie | 412,500 | 165,600 | 549,935 | 1,128,035 |
Potential Payments Upon Termination or Change in Control
The accelerated vesting on restricted stock amounts above include unvested restricted stock grants and unvested RSU grants through December 31, 2023, valued at the closing stock price of $54.83 at December 29, 2023. The amounts exclude stock grants made in 2024 to the NEOs.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer and other NEOs, and certain financial performance measures for the Company for each of fiscal years 2023 and 2022. Refer to the “Executive Compensation” section in the above for further information concerning the Company’s variable pay-for-performance philosophy pursuant to its Performance Bonus Plan, the metrics used by the Company to align executive compensation with Company performance, and how the Compensation Committee makes its decisions.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total For Non-PEO NEOs(3) | Average Compensation Actually Paid To Non-PEO NEOs(4) | Value Of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Income (in thousands)(6) | | 2023 | $3,223,774 | $1,706,585 | $684,612 | $812,018 | $302.65 | $12,323 | | 2022 | $1,482,930 | $673,899 | $843,401 | $457,582 | $171.91 | $12,497 | | 2021 | $1,031,203 | $1,222,437 | $822,226 | $653,774 | $187.33 | $9,198 |
Pay Versus Performance Table
(1) Our principal executive officer for each of the years shown was Mr. Foster, Chief Executive Officer. The dollar amounts set forth in this column (b) represent the amounts of total compensation reported for Mr. Foster in the “Total” column of Summary Compensation Table for each applicable year. (2) The amounts set forth in this column (c) represent the amount of “compensation actually paid” to Mr. Foster, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by Mr. Foster during fiscal years 2023, 2022 and 2021; rather, they reflect Mr. Foster’s total compensation, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments:
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to PEO | 2023 ($) | 2022 ($) | 2021($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (2,156,223) | (722,000) | (339,000) | | Increase for fair value of awards granted during year that remain unvested as of year end | 227,053 | 12,076 | 178,414 | | Increase for fair value of awards granted during year that vest during year | 12,728 | 4,454 | 20,058 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | 224,426 | (55,264) | 258,848 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 174,828 | (48,297) | 72,914 | | Deduction of fair value of awards granted prior to that year that were forfeited during year | - | - | - | | Total Adjustments: | (1,517,189) | (809,031) | 191,234 |
Pay Versus Performance Table
(3) The non-PEO NEOs for each of the years shown were Andrew Clark, Chief Financial Officer, Charles Bass, Chief Marketing Officer, and Vito Legrottaglie, Chief Information Officer. The amounts set forth in this column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Foster) in the “Total” column of Summary Compensation Table for each applicable year. (4) The amounts set forth in this column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal years 2023, 2022 and 2021; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments:
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to Non-PEO NEOs | 2023 ($) | 2022 ($) | 2021($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (137,989) | (340,000) | (362,850) | | Increase for fair value of awards granted during year that remain unvested as of year end | 8,297 | 7,074 | 142,061 | | Increase for fair value of awards granted during year that vest during year | 5,991 | 2,607 | 15,765 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | 178,664 | (34,177) | 62,683 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 72,442 | (21,323) | 34,203 | | Deduction of fair value of awards granted prior to that year that were forfeited during that year | - | - | (60,313) | | Total Adjustments: | 127,406 | (385,819) | (168,452) |
Pay Versus Performance Table
(5) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (6) Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021.
Analysis of the Information Presented in the Pay Versus Performance Tables
Analysis of the Information Presented in the Pay Versus Performance Tables As described in more detail in the section titled “Compensation Overview,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation actually paid’ for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. Compensation Actually Paid and Company TSR.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is well aligned with the Company’s TSR over the three years presented in the table. This is because a significant portion of the ‘compensation actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s net income over the three years presented in the table. However, 2023 was impacted by the previously referenced one time grant of 35,000 shares to the PEO in April of 2023.