DEF 14A of Saga Communications Inc, Apr 9, 2025

DEF 14A of Saga Communications Inc

Filed Apr 9, 2025 · FY20240001104659-25-033247

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board of Directors has the authority, pursuant to Section 3.02 of our bylaws, to set the size of the Board at any regular or special meeting of the Board. Our Board has presently fixed the number of directors at seven. Holders of our Class A Common Stock will vote as a single class for all seven directors, with each share of Class A Common Stock entitled to one vote. Holders of our Class A Common Stock are not entitled to cumulative voting in the election of directors. The persons named below have been nominated by the Board for election as directors at the Annual Meeting. The directors who are elected shall hold office until the 2026 Annual Meeting of Shareholders and the election and qualification of their successors. In accordance with the Florida Business Corporation Act, directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting. This means the director nominees receiving the highest number of “FOR” votes will be elected as directors. Our Board of Directors recommends that you vote “FOR” each of the seven (7) nominees named below. Unless otherwise instructed, the persons named as proxies intend to vote all proxies received for the election of the nominees. All nominees except for Michael Scafidi are members of the present Board. Sitting director Marcia Lobaito will not stand for re-election. Each of the nominees for director has consented to being named a nominee in this proxy statement and has agreed to serve as a director, if elected at the Annual Meeting. If, due to circumstances not now foreseen, any of the nominees named below will not be available for election, the proxies will be voted for such other person or persons as the Board may select. The following table provides information as of the date of this proxy statement about each nominee. The information presented includes information that each director has given us about their age, all positions they hold, and their principal occupation and business experience for at least the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes, and skills that led our Board to the conclusion that they should serve as a director, we also believe that all of our director nominees, as required by our Corporate Governance Guidelines, possess the highest personal and professional ethics, integrity, and values, and are committed to representing the long-term interests of the shareholders as a whole. Further, each nominee has demonstrated business acumen as well as a commitment of service to our Board. The Board recommends a vote “FOR” each of the following seven (7) nominees:

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name and Age | Principal Occupation During the Past Five Years | Director Since | | Clarke R. Brown, Jr., 84 | Formerly served as president of Jefferson-Pilot Communications Company (JPCC) from 1991 to June 2005. During Mr. Brown’s tenure at JPCC, JPCC owned and operated television and radio stations located in the United States, as well as a sports production and syndication business. Under his supervision, the radio division grew from five stations to eighteen stations. JPCC was a subsidiary of Jefferson-Pilot Corporation, a then-publicly traded holding company which was acquired by Lincoln National Corporation in April 2006. Mr. Brown received his Bachelor of Journalism from the University of Missouri and Bachelor of Law from the Atlanta Law School. Mr. Brown served as a board member for the National Association of Broadcasters (“NAB”) Board and the Associated Press Advisory Board. Mr. Brown was recognized as the National Radio Executive of the Year in 2004 by the NAB and received the Broadcast Cable Financial Management Association (now the Media Financial Management Association) Lifetime Achievement Award in 2006. | July 2004 |

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name and Age | Principal Occupation During the Past Five Years | Director Since | | | We believe that Mr. Brown’s qualifications to sit on our Board include his more than 38 years in the broadcast industry, including 14 years as president of the radio division of a then-public company. | | | Timothy J. Clarke, 80 | President and owner of Clarke Company from 1987 to present. From 1987 to 2007, Clarke Company was formerly known as Clarke Advertising & Public Relations, a full service brand marketing agency that included, among other media, the creation and placement of commercials on radio and television stations. In 2018, Mr. Clarke founded Gulfside Bank, a community bank in Sarasota, FL. As founder, he formed the organizing board of directors of community leaders, recruited the senior officers, raised $23 million in capital, and secured the charter for the bank. He serves as Chairman of the Board of the bank. We believe that Mr. Clarke’s qualifications to sit on our Board include his more than twenty-five years in the advertising and public relations industry, including twenty as president of a full-service advertising and public relations agency servicing markets that included radio and television, as well as his involvement in the startup and management of three community banks. | December 2013 | | Roy F. Coppedge III, 76 | Formerly Senior Advisor, BV Investment Partners (formerly Boston Ventures Management) from 2012 to 2017. From 1983 to 2012, Mr. Coppedge was Managing Director of BV Investment Partners, a founder and a Managing Director of Boston Venture Management, Inc. and a founder and general partner of Boston Ventures Partners. Mr. Coppedge is a graduate of Harvard College and Harvard Business School. During Mr. Coppedge’s career at Boston Ventures, he was a board member of fifteen media related companies including three profitable broadcast companies with radio stations (Duffy Broadcasting, Backyard Broadcasting and River City Broadcasting). Additionally, during Mr. Coppedge’s career at Boston Ventures, he helped raise seven limited partnership investment funds totaling more than $2 billion. We believe that Mr. Coppedge’s qualifications to sit on our Board include his more than twenty-five years in the private equity investment industry, primarily at a firm that has made investments in seventy-eight private companies that have operated in the specific industries: media, communications, broadcasting, entertainment, and information and business services. | June 2013 |

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name and Age | Principal Occupation During the Past Five Years | Director Since | | Christopher S. Forgy, 64 | President, Chief Executive Officer, and Director of Saga Communications, Inc. since December 7, 2022. Mr. Forgy joined the Company in 1995 and has been with Saga for more than twenty years. He initially served as Director of Sales for the Company’s radio stations in Columbus, Ohio until 2006 when he left Saga to serve as general manager of radio clusters of other broadcast companies until 2011. In 2011, Mr. Forgy rejoined Saga as President and General Manager of our Columbus, Ohio market where he served until being promoted to Senior Vice President of Operations in May 2018. Thereafter, he was appointed to President, Chief Executive Officer, and Director of the Company effective as of December 7, 2022. We believe that Mr. Forgy’s qualifications to sit on our Board include his more than twenty-five years of professional service in the broadcast industry, including his more than twenty years of service as an employee of the Company, more than five years as our Senior Vice President of Operations, and current tenure as President & CEO of the Company. | December 2022 | | Warren S. Lada, 70 | Since December, 2022 Mr. Lada has presided as Chairman of the Board for the Company. Mr. Lada served as Chief Operating Officer of the Company from March 2016 to June 30, 2018 and also served as Interim President and Chief Executive Officer of the Company from August 22, 2022 to December 7, 2022. Mr. Lada graduated with a bachelor degree from University of Wisconsin in Communication Arts. He began his broadcast career in 1976 and served in various executive capacities for several broadcast companies before joining our Company in 1991. He began with Saga as VP/ General Manager in Springfield, MA and also as a Regional Vice President for Saga Communications of New England. Thereafter, Mr. Lada held several executive corporate management positions with the Company. Lada also served on the Executive Board of Directors for the Radio Advertising Bureau and served on the Board of the Radio Music License Committee. We believe that Mr. Lada’s qualifications to sit on our Board include his extensive experience of more than forty-three years in the broadcast industry. | May 2018 | | Michael Scafidi, 49 | Mr. Scafidi is a seasoned executive with extensive experience in digital transformation, marketing technology, and business growth. Mr. Scafidi has held leadership roles at Digitas North America/Publicis, PepsiCo, and Razorfish. As EVP & CTO at Digitas from 2021 to 2022, Mr. Scafidi led a technology transformation that successfully transitioned a marketing product into a profitable asset within a year, as well as fueled growth | New Nominee for Election |

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name and Age | Principal Occupation During the Past Five Years | Director Since | | | and profitability with $60 million in billed revenue. Prior to that, at PepsiCo from 2012 to 2021, Mr. Scafidi spearheaded a data-driven marketing overhaul for a $500 million media budget, boosting sales by 84% and digital return on investment by 11% while establishing direct B2C connections with 20% of the US population. At Razorfish, he developed impactful digital solutions for global brands, including Ford, JPMorgan, Pernod Ricard, and New York Life. Currently, Mr. Scafidi is a principal partner at Growth Dr1vers, a consultancy that concentrates on modernizing marketing strategies for nonprofit organizations to accelerate adoption of digital fundraising, data maturity, and paid media. At Growth Dr1vers, Mr. Scafidi has revamped nonprofit organizations’ marketing strategies, achieving a 70% reduction in cost per acquisition. Mr. Scafidi has been recognized among The Drum’s Top 100 Digirati and Brand Innovators’ 40 Under 40. He holds a B.S. from the University of Rochester. We believe that Mr. Scafidi’s expertise in digital strategy and technology-driven growth, including driving innovation and efficiency across global organizations, will be a valuable asset to the Board. | | | Michael W. Schechter, 60 | Mr. Schechter has been a partner at TowerView LLC and its predecessor since 1991. Prior to that he was an analyst at Donaldson Lufkin & Jenrette. Mr. Schechter also serves as a board member of Emmis Corporation since August 2021. We believe Mr. Schechter’s qualifications to sit on the board include his more than thirty-five years in the investment industry which includes investing in the media space and his experience in public market securities, capital allocation, and risk management as well as his experience serving as a director of the Company for the past two years. | May 2023 |

  6. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE We are committed to having sound corporate governance principles. Having such principles is essential to maintaining our integrity in the marketplace and ensuring that we are managed for the long-term benefit of our shareholders. Our business affairs are conducted under the direction of our Board. Our Board strives to ensure the success and continuity of our business through the selection of a qualified management team. It is also responsible for ensuring that our activities are conducted in a responsible and ethical manner. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and charters for the Finance and Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Cybersecurity Subcommittee Charter are posted on the “Investors — Corporate Governance — Governance Overview — Governance Documents” page of our website at www.sagacom.com, and will be provided free of charge to any shareholder upon written request to our Corporate Secretary at our corporate headquarters. Information contained in, or accessible through, our website does not constitute part of this proxy statement.

  7. Information about the Board of Directors

    Information about the Board of Directors Our Board of Directors is elected by our shareholders to oversee our business and affairs and to assure that the long-term interests of our shareholders are being served. Our business is conducted by our employees, managers and officers under the direction of the Chief Executive Officer, and with the oversight of the Board of Directors.

  8. Director Nominee Criteria

    Director Nominee Criteria The Company is committed to fostering, cultivating, and preserving a culture of inclusion, and as such, the Nominating and Corporate Governance Committee considers diversity of skill, experience, and background to be an asset when evaluating candidates for recommendation as director nominees. In evaluating a candidate for recommendation as a director nominee, the Nominating and Corporate Governance Committee will consider such matters as it deems appropriate, including the candidate’s personal and professional integrity, business judgment, relevant experience and skills, diversity, and potential to be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s shareholders. When considering an existing director for nomination for re-election to the Board, the Nominating and Corporate Governance Committee will also consider that individual’s Board and committee attendance, performance, and length of service. Candidates may be interviewed by the Committee where it deems it appropriate. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended nominees, the Board also considers the following qualifications when recommending a slate of director nominees to shareholders: relevant management and/or industry experience; high personal and professional ethics, integrity, and values; a commitment to representing the long-term interests of our shareholders as a whole rather than special interest groups or constituencies; independence pursuant to NASDAQ’s guidelines; and an ability and willingness to devote sufficient time to carrying out his or her duties. The Company’s Corporate Governance Guidelines also provide that the Company endeavors to have a Board representing diverse experience in areas that are relevant to the Company’s activities. All of our directors have relevant management and/or industry experience which they use to provide valuable advice and direction in connection with their oversight of the Company. Every director has been an executive officer responsible for leading and managing his or her company’s operations. With respect to the nomination of continuing directors for re-election, each individual’s contributions to the Board are also considered. The Company believes that the backgrounds and qualifications of the directors provide a significant composite mix of experience, knowledge, and abilities that permit the Board to fulfill its oversight responsibilities. Nominees are not discriminated against on the basis of gender, national origin, disability, race, religion, sexual orientation, or any other basis proscribed by law.

  9. Identifying Director Nominees; Consideration of Nominees of the Shareholders

    Identifying Director Nominees; Consideration of Nominees of the Shareholders The Nominating and Corporate Governance Committee employs a variety of methods for identifying and evaluating director nominees, as described in its charter. In addition, the Board regularly assesses the size of the Board, the need for particular expertise on the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director which may come to its attention through current Board members, professional search firms, shareholders, or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders when the nominations are properly submitted pursuant to the procedures set forth in the Company’s Bylaws and proxy statement. The deadlines and procedures for shareholder submissions of director nominees are described below under “Shareholder Proposals and Director Nominations for Annual Meetings.” Following verification of the shareholder status of persons recommending candidates, the Nominating and Corporate Governance Committee will make an initial analysis of the qualifications of any candidate recommended by shareholders or others pursuant to the criteria summarized above to determine whether the candidate is qualified for service on the Board before deciding to undertake a complete evaluation of the candidate. If any materials are provided by a shareholder or professional search firm in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee as part of its review. Other than the verification of compliance with procedures and shareholder status, and the initial analysis performed by the Nominating and Corporate Governance Committee, a potential candidate nominated by a shareholder is treated like any other potential candidate during the review process by the Nominating and Corporate Governance Committee.

  10. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Historically, each director besides the CEO received an annual cash retainer of $34,000 and chairpersons of each committee who were not employees received an additional annual cash retainer of $9,500. Directors were also eligible to receive stock awards of up to 75% of their annual cash retainer. Beginning on October 1, 2022, the annual cash retainer was increased to $72,000 per year, the committee chairperson additional annual retainer was increased to $10,000 per year and the Chairman of the Board receives an additional annual retainer of $10,000. Beginning in 2023, each director other than the CEO receives stock grants of $53,000 annually. The retainers are paid quarterly. All directors who are not employees are required to hold and maintain 1,250 shares of the Company’s Class A Common Stock. Such directors are required to achieve this guideline within five years of joining the Board, or in the case of such directors serving at the time the guidelines were adopted, within five years of the date of the adoption of the guideline. Directors may elect to pay out-of-pocket for health insurance benefits currently offered by the Company to its employees under its self-insured program. In the alternative, directors may elect to have part of their annual retainer used to pay for such benefits. Directors are also permitted to take into income the value of the health insurance benefit.

  11. 2024 Director Compensation Table

    2024 Director Compensation Table

  12. 2024 Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Clarke R. Brown, Jr(4) | $82,000 | $53,002 | $12,808 | $147,810 | | Timothy J. Clarke(5) | $82,000 | $53,002 | $13,619 | $148,621 | | Roy F. Coppedge III(6) | $82,000 | $53,002 | $12,808 | $147,810 | | Warren S. Lada(7) | $82,000 | $53,002 | $12,957 | $147,959 | | Marcia K. Lobaito(8) | $72,000 | $53,002 | $30,683 | $155,685 | | Michael W. Schechter(9) | $82,000 | $53,002 | $5,454 | $140,456 | | Gary G. Stevens(10) | $26,505 | $— | $12,694 | $39,199 |

  13. 2024 Director Compensation Table

    (1) The compensation of our current Chief Executive Officer, Christopher S. Forgy, has been omitted from this table. The compensation is included in the Summary Compensation Table. All stock awards comprise grants of Class A Common Restricted Stock which vest in one-third increments on December 15, 2025, and 2026, and 2027, if the reporting person is a director on the applicable date. Stock award values are calculated based on the closing price of our Class A Common Stock on the NASDAQ on December 5, 2024 ($11.86 per share). As of December 31, 2024, the following directors held the following number of unvested restricted stock awards: Mr. Brown, 6,579; Mr. Clarke, 6,662; Mr. Coppedge, 6,579; Mr. Lada, 6,600; Ms. Lobaito, 6,579; and Mr. Schechter, 5,479. All such restricted stock, however, shall vest if the reporting person is a director upon the occurrence or deemed occurrence of a change-in-control. Effective November 30, 2023, Ms. Lobaito retired from her position as Corporate Secretary, but continues to serve the Company as a Director. With respect to Ms. Lobaito, includes the value of medical insurance provided and dividends paid on unvested restricted stock but does not include $109,713 of non qualified deferred income distributions paid to Ms. Lobaito or the distribution of a split dollar life insurance policy valued at $244,337 during the fiscal year for her services as an officer of the Company. With respect to Mr. Brown, Mr. Clarke, Mr. Coppedge, Mr. Lada and Mr. Schechter, includes dividends paid on unvested restricted stock. (4) Chairman of Compensation Committee. (5) Chairman of Finance and Audit Committee. (6) Chairman of the Nominating and Corporate Governance Committee. (7) Chairman of the Board. (8) Ms. Lobaito is not standing for re-election at the 2025 Annual Meeting of Shareholders. (9) Chairman of the Cybersecurity Subcommittee of the Finance and Audit Committee. (10) Mr. Stevens served on our Board of Directors until May 2023.

  14. Executive Compensation Objectives and Policies

    Executive Compensation Objectives and Policies The Committee believes that in order to maximize shareholder value, we must have a compensation program designed to attract and retain superior management at all levels in the organization. The objective of the management program is to both reward short-term performance and motivate long-term performance so that management’s incentives are aligned with the interests of the shareholders. The Committee believes that management at all levels should have a meaningful equity participation in the ownership of our Company, although no specific target level of equity holdings has been established for management by the Committee. While the Committee has awarded both restricted stock and options in the past, since 2008, based on a recommendation from Towers Watson, the Committee has awarded only restricted stock to our executive officers and other key members of management. In 2023, we awarded our named executive officers 55,979 shares of restricted stock (which all consisted of Class A Common Restricted Stock). In 2024, we awarded our named executive officers 68,698 shares of restricted stock (which all consisted of Class A Common Restricted Stock). We attempt to achieve our objectives through compensation plans that tie a portion of our executives’ overall compensation to our financial performance and that are competitive with the marketplace. To that end, the Committee reviews the proxy statements of other public companies in the same industry to see if the compensation of our executive officers is generally in line with other companies in our industry, and with respect to the executive officers other than the CEO, the Committee also gives weight to the recommendations of the CEO. However, the Committee does not benchmark compensation of our executive officers to the compensation paid to executive officers of other public companies in the same industry. Other public companies that the Committee has looked at in past years for comparison include: Beasley Broadcast Group, Inc.; CC Media Holdings, Inc.; Cumulus Media Inc.; Emmis Communications Corporation; Entravision Communications Corporation; Urban One, Inc.; Salem Media Group, Inc.; Townsquare Media, Inc.; Sirius XM Holdings Inc.; and Spanish Broadcasting System, Inc. The Committee’s current policy is that the various elements of the compensation package are not interrelated in that gains or losses from past equity incentives are not factored into the determination of other compensation. For instance, if restricted stock that was granted in a previous year declines in value the next year, the Committee does not take that into consideration in determining the amount of the bonus or restricted stock to be granted the next year. Similarly, if the restricted shares granted in a previous year become extremely valuable, the Committee does not take that into consideration in determining the bonus or restricted stock to be awarded for the next year. In addition, the amount of a cash bonus does not affect the number of restricted shares that are granted during a particular year. We have certain rights with regard to the adjustment or recovery of certain incentive-based compensation awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment.

  15. Compensation Components

    Compensation Components The key components of our executive compensation program generally consist of a base salary, a cash bonus and participation in our 2023 Incentive Compensation Plan (pursuant to which restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash, may be granted). In addition, the Company also has a 401(k) Plan and a deferred compensation plan. Our executives can invest in our Class A Common Stock through our 401(k) Plan and in our Common Stock, as applicable, through the award of grants of stock options and/or restricted stock under the 2023 Incentive Compensation Plan. As noted above, in 2024 and 2023, there were no awards of stock options, while in 2024 and 2023 certain awards of restricted stock were made. Our executive officers also receive certain health benefits and perquisites. In addition, pursuant to agreements with our executive officers, we provide for severance following a sale or change-in-control.

  16. Bonuses

    Bonuses The Company entered into the CEO Plan effective as of January 1, 2000, which was approved by shareholders at the 2000 Annual Meeting of Shareholders and re-approved by shareholders at the 2005, 2010, 2015, and 2020 annual meetings of shareholders. Mr. Forgy’s employment agreement, dated as of November 16, 2022, provides that he has the opportunity to earn an annual performance bonus pursuant to the terms of the CEO Plan and is also eligible for a bonus determined in the discretion of the Committee. Among other reasons, the use of performance driven requirements were designed to permit the bonus payments to be fully deductible and exempt from Section 162(m) of the Code, which generally disallows a tax deduction to public corporations for compensation over $1 million paid for any calendar year to the CEO and certain other highly compensated executive officers included in the 2024 Summary Compensation Table. The Tax Cuts and Jobs Act, (the “Act”) eliminated the performance-based compensation exception to the $1 million limitation, beginning January 1, 2018. The Act, however, provided a transition rule with respect to performance-based remuneration which is provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not materially modified after that date, such as the CEO Plan. Under the CEO Plan, within ninety days after the beginning of each fiscal year, the Committee establishes the bonus opportunity for the CEO. The bonus opportunity for the CEO is based on the achievement of one or more performance objectives in alignment with our business strategies, and, if realized, provides for a total compensation generally in line with the total compensation paid to other CEOs in our peer group. In March 2023, the Committee approved a broadcast cash flow (“BCF”) goal for Mr. Forgy with four different BCF targets of $30 million, $31 million, $32 million, and $33 million, allowing for a possible award of $235,000, $380,000, $525,000, and $670,000, respectively, payable in cash if such targets were achieved. The Committee further determined, in the event of a sale or acquisition of broadcast assets during the fiscal year 2023, the established BCF goals would be adjusted. The established BCF goals would be reduced by the budgeted BCF for the broadcast assets sold during fiscal year 2023 on a pro-rata basis. Pro-rata BCF generated from broadcast assets acquired during fiscal year 2023 would be added to adjust the BCF goals. The BCF target levels are selected to reward improvements in BCF. It was believed that the initial target level will be achievable based on past performance, while the other targets will be more difficult to achieve. For fiscal year 2023, the Committee determined that BCF did not meet any of the established BCF goals noted above. For fiscal year 2023, the Committee awarded Mr. Forgy with a discretionary bonus of $245,000 due to the significant achievements of the Company under the leadership of Mr. Forgy during 2023, including significant investments in initiatives to diversify our revenue and building our Corporate management team to establish a base for future growth and to hold revenue flat in comparison to 2022 year-end during a year when revenue was impacted by a reduction in political revenue. For fiscal year 2024, in March 2024, the Committee approved a broadcast cash flow (“BCF”) goal for Mr. Forgy with five different BCF targets of $27.4 million, $28.8 million, $30.2 million, $ 31.3 million and $32.5 million, allowing for a possible award of $245,000, $390,000, $535,000, $610,000 and $670,000, respectively, payable in cash if such targets were achieved. The Committee further determined, in the event of a sale or acquisition of broadcast assets during the fiscal year 2024, the established BCF goals would be adjusted. The established BCF goals would be reduced by the budgeted BCF for the broadcast assets sold during fiscal year 2024 on a pro-rata basis. Pro-rata BCF generated from broadcast assets acquired during fiscal year 2024 would be added to adjust the BCF goals. The BCF target levels are selected to reward improvements in BCF. It was believed that the initial target level will be achievable based on past performance, while the other targets will be more difficult to achieve. For fiscal year 2024, the Committee determined that BCF did not meet any of the established BCF goals noted above. For fiscal year 2024, the Committee awarded Mr. Forgy with a discretionary bonus of $243,950 due to the significant achievements of the Company under the leadership of Mr. Forgy during 2024, including significant investments in initiatives to diversify our revenue and building our Corporate management team to establish a base for future growth. The CEO provides input and makes recommendations to the Committee as to the bonuses to be paid to the other executive officers. Based on Mr. Forgy’s subjective review of the 2023 performance of the executive officers, Mr. Forgy recommended that 2023 cash bonuses be awarded in the amount of $52,500 for Mr. Bush and $35,000 for Mr. Leland, and the Committee agreed and the Board approved these bonuses. Based on Mr. Forgy’s subjective review of the 2024 performance of the executive officers, Mr. Forgy recommended that 2024 cash bonuses be awarded in the amount of $50,000 for Mr. Bush and $35,000 for Mr. Leland, and the Committee agreed. The Committee then made such recommendation to the Board for the Board’s final approval, and the Board agreed.

  17. Long-Term Incentives

    Long-Term Incentives In 2005, we engaged Towers Watson (then Towers Perrin) to conduct a review of our long-term incentive plan and provide recommendations, as appropriate, for redesigning our plan. We did not request, and Towers Watson did not conduct, a review of our long-term incentive award opportunities relative to market levels. The purpose of the review was to determine a long-term strategy for providing an effective equity incentive package which would attract, motivate, and retain our executive officers. Based on Towers Watson’s recommendations, we developed a new strategy to award a combination of stock options and restricted stock, and adopted the 2005 Incentive Compensation Plan, subject to shareholder approval. Shareholders approved this Plan at the 2005 Annual Meeting of Shareholders and re-approved it at the 2010 Annual Meeting of Shareholders, by written consent in 2013 and at the 2018 Annual Meeting of Shareholders. In June 2008, the Committee determined that it would only award restricted stock pursuant to the 2005 Incentive Compensation Plan, since awarding stock options historically had not been an effective strategy, as previously granted options were generally underwater, and stock options had the potential to result in the issuance of a far larger number of shares than by granting only restricted stock. In March 2013, we engaged Towers Watson to again advise us with respect to possible grants of stock options and/or restricted stock under our 2005 Incentive Compensation Plan. Under this plan, we awarded our named executive officers shares of restricted stock in each of 2013 – 2019, and in 2021 – 2022. No restricted stock or options were granted to our named executive officers in 2020 because of the uncertainty of the COVID-19 pandemic and the related impact to the economy. In recent years, the restricted stock has been granted with pro-rata vesting at the end of each of the ensuing three years from the date of grant. All such awards of restricted stock, however, shall vest if the named executive officer is an employee upon the occurrence or deemed occurrence of a change-in-control. Under the terms of the 2005 Incentive Compensation Plan and the form of restricted stock grant agreement, each officer must retain 50% of the net award of restricted stock until such time as the officer is no longer an employee of the Company. In May 2023, our shareholders approved the 2023 Incentive Compensation Plan. The 2023 Incentive Compensation Plan replaced the 2005 Incentive Compensation Plan. The Board does not intend to make any further awards under the 2005 Incentive Compensation Plan. However, each outstanding award under the 2005 Incentive Compensation Plan will remain outstanding under the 2005 Incentive Compensation Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Incentive Compensation Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. Under this plan, we awarded our named executive officers shares of restricted stock in fiscal years 2023 and 2024. The restricted stock was granted with pro-rata vesting at the end of each of the ensuing three years from the date of grant. All such awards of restricted stock, however, shall vest if the named executive officer is an employee upon the occurrence or deemed occurrence of a change-in-control. Under the terms of the 2023 Incentive Compensation Plan and the form of restricted stock grant agreement, each officer must retain 50% of the net award of restricted stock until such time as the officer is no longer an employee of the Company. An executive officer generally forfeits any unvested stock option and restricted stock award upon ceasing employment.

  18. Severance Arrangements

    Severance Arrangements As discussed in more detail in the section below entitled “Compensation of Executive Officers — Employment Agreements and Potential Payments Upon Termination or Change-in-Control,” in December 2007, the Committee determined to enter into change-in-control agreements with its executive officers. The agreements are intended to help retain executives during continued industry consolidation and are designed to attract and retain senior managers and to provide for continuity of management in the event of a change-in-control. The change-in-control agreements provide that we shall pay a lump sum payment within forty-five days of the change-in-control of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus. We or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change-in-control. During such six months, the executive will continue to earn his pre-existing salary and benefits.

  19. Securities Authorized for Issuance Under Equity Compensation Plan Information

    Securities Authorized for Issuance Under Equity Compensation Plan Information The following table sets forth as of December 31, 2024, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:

  20. Securities Authorized for Issuance Under Equity Compensation Plan Information

    | | (a) | (b) | (c) | | Plan Category | Number of Shares to be Issued Upon Exercise of Outstanding Options Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Column (a)) | | Equity Compensation Plans Approved by Shareholders: | | | | | Employees’ 401(k) Savings and Investment Plan | — | $— | 520,665 | | 2005 Incentive Compensation Plan | 19,222 | $— (2) | — | | 2023 Incentive Compensation Plan | 265,580 | $—(2) | 283,773 | | Equity Compensation Plans Not Approved by Shareholders: | | | | | None | — | | — | | Total | 284,802(1) | | 804,438 |

  21. Securities Authorized for Issuance Under Equity Compensation Plan Information

    (1) All 284,802 shares are restricted stock. Weighted-Average Exercise Price of Outstanding Options is $0.00 as they are all restricted stock.

  22. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  23. 2024 Summary Compensation Table

    | Name and Principal Positions | Year | Salary(1) $ | Bonus(2) $ | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Comp $ | All Other Comp(5) $ | Total Comp $ | | Christopher S. Forgy President and Chief Executive Officer(6) | 2024 | $698,616 | $243,950 | $522,753 | $— | $— | $190,951 | $1,656,270 | | | 2023 | $671,766 | $245,000 | $737,005 | $— | $— | $98,071 | $1,751,842 | | Samuel D. Bush Executive Vice President, Chief Financial Officer and Treasurer | 2024 | $410,000 | $50,000 | $164,000 | $— | $— | $109,191 | $733,191 | | | 2023 | $365,000 | $52,500 | $255,513 | $— | $— | $67,445 | $740,458 | | Wayne Leland Chief Operating Officer | 2024 | $320,000 | $35,000 | $128,005 | $— | $— | $39,379 | $522,384 | | | 2023 | $300,000 | $35,000 | $150,014 | $— | $— | $47,169 | $532,183 |

  24. 2024 Summary Compensation Table

    (1) Includes amounts deferred under the Company’s 401(k) Plan and the 2005 deferred compensation plan. (2) For fiscal year 2024, upon the recommendation of the Compensation Committee, a discretionary bonus of $243,950 was awarded by the Board to Mr. Forgy as outlined in his employment agreement. In addition, bonuses in the amount of $50,000 and $35,000 for Mr. Bush and Mr. Leland, respectively, were approved by the Compensation Committee upon recommendation of Mr. Forgy. For fiscal year 2023, upon approval of the Compensation Committee, a discretionary bonus of $245,000 was awarded to Mr. Forgy as outlined in his employment agreement. In addition, bonuses in the amount of $52,500 and $35,000 for Mr. Bush and Mr. Leland, respectively, were approved by the Compensation Committee upon the recommendation of Mr. Forgy. (3) Includes the value of restricted stock awarded on December 5, 2024, and December 7, 2023 to Messrs. Forgy and Bush and Leland in their capacity as officers. See “Long Term Incentives” under “Compensation Overview” above. Refer to Note 8, “Stock-Based Compensation” in the Notes to our Consolidated Financial Statements included in our Annual Report to the SEC on Form 10-K for the year ended December 31, 2024, for the relevant assumptions used to determine the valuation of the stock awards. (4) No options were awarded in 2024 or 2023. With respect to Mr. Forgy perquisites include personal use of the Company provided automobile, housing accommodations, medical expense reimbursements and country club dues. In 2023, perquisites also included personal use of the Company’s private plane lease. In 2024 and 2023, Mr. Bush received perquisites for automobile allowance, housing accommodations and medical expense reimbursements. Mr. Leland received perquisites for moving expenses and housing accommodations in 2023 and for medical reimbursements and housing accomodations in 2024. Perquisites are valued based on the aggregate incremental costs to the Company. In addition, in 2024 and 2023, the Company paid life insurance (including split dollar) premiums for Mr. Bush in the amount of $10,000. Under the 401(k) Plan, all matching funds in the amount of $1,200 and $1,200, respectively, were used to purchase 99 and 51 shares of Class A Common Stock in 2024 and 2023, respectively, for Mr. Forgy, Mr. Bush and Mr. Leland. Under the Second Restated and Amended 2005 Incentive Compensation Plan and the 2023 Incentive Compensation Plan, dividends paid on unvested restricted stock were $150,973 and $31,579 for Mr. Forgy, $68,907 and $36,120 for Mr. Bush and $33,726 and $10,537 for Mr. Leland in 2024 and 2023, respectively.

  25. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information as of December 31, 2024 regarding unexercised options and restricted stock that has not vested for each named executive officer outstanding as of December 31, 2024:

  26. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  27. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Award(1) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Christopher S. Forgy | | | | | | | | 12/5/2024 | — | — | — | — | 44,077 | $486,169 | | 12/7/2023 | — | — | — | — | 24,073 | $265,525 | | 12/15/2022 | — | — | — | — | 2,180 | $24,045 | | Samuel D. Bush | | | | | | | | 12/5/2024 | — | — | — | — | 13,828 | $152,523 | | 12/7/2023 | — | — | — | — | 8,346 | $92,056 | | 12/15/2022 | — | — | — | — | 2,410 | $26,582 | | Wayne P. Leland | | | | | | | | 12/5/2024 | — | — | — | — | 10,793 | $119,047 | | 12/7/2023 | — | — | — | — | 4,900 | $54,047 | | 12/15/2022 | — | — | — | — | 871 | $9,607 |

  28. Outstanding Equity Awards at Fiscal Year-End Table

    (1) Restricted stock awarded on December 5, 2024 vest in one-third increments on December 15, 2025, 2026 and 2027. Restricted stock awarded on December 7, 2023 vest in one-third increments on December 15, 2024, 2025 and 2026. Restricted stock awarded on December 15, 2022 vest in one-third increments on November 6, 2023, 2024 and 2025. All such restricted stock, however, shall vest if the recipient is an employee or director on the occurrence or deemed occurrence of a change-in-control. All restricted stock awards comprise Class A Common Stock. (2) Based on $11.03 per share, which was the closing price of our Class A Common Stock on the NASDAQ on December 31, 2024 (the last business day of the fiscal year).

  29. Employment Agreements and Potential Payments Upon Termination or Change-in-Control

    Employment Agreements and Potential Payments Upon Termination or Change-in-Control

  30. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table provides information for fiscal years 2024, 2023 and 2022 with respect to the compensation, as calculated under SEC rules, of our principal executive officers (“PEO”), which includes both our current and former CEOs, the average compensation of our other NEOs, and certain performance measures specified under SEC rules.

  31. Pay Versus Performance Table

    Pay Versus Performance Table

  32. Pay Versus Performance Table

    | | Principal Executive Officers (“PEOs”)(1) | | | | | | | Fiscal Year (a) | Forgy SCT Total (b) | Lada SCT Table (b) | Christian SCT Table (b) | Forgy Compensation Actually Paid (c)(3) | Lada Compensation Actually Paid (c)(3) | Christian Compensation Actually Paid (c)(3) | | 2024 | $1,656,270 | $— | $— | $1,177,742 | $— | $— | | 2023 | 1,751,842 | — | — | 1,796,443 | — | — | | 2022 | 639,740 | 310,422 | 5,527,664 | 604,528 | 304,032 | 5,561,608 |

  33. Pay Versus Performance Table

    | Fiscal Year | Average SCT Total for Non-PEO NEOs (d)(2) | Average Compensation Actually Paid to Non- PEO NEOs (e)(3) | Value of Fixed $100 Investment Based on Total Share Return (f)(4) | Net Income (h)(5) | | 2024 | $627,788 | $469,399 | $67.80 | $3,460,000 | | 2023 | 636,321 | 638,334 | 125.45 | 9,500,000 | | 2022 | 585,681 | 553,693 | 117.79 | 9,202,000 |

  34. Pay Versus Performance Table

    (1) For fiscal years 2024 and 2023, our PEO was Christopher S. Forgy. For fiscal year 2022, Edward K. Christian served as our PEO from January 1, 2022 until August 19, 2022, Warren S. Lada served as our PEO on an interim basis from August 21, 2022 until December 6, 2022, and our current PEO Mr. Forgy was appointed PEO on December 7, 2022. (2) For fiscal years 2023 and 2024, our non-PEO named executive officers (“NEOs”) included Samuel D. Bush and Wayne P. Leland. For fiscal year 2022, our non-PEO NEOs included Samuel D. Bush and Catherine A. Bobinski. For each year the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively:

  35. Pay Versus Performance Table

    | | Current PEO Forgy | | | Former PEO Lada | Former PEO Christian | | PEO | 2024 | 2023 | 2022 | 2022 | 2022 | | Summary Compensation Table (“SCT”) Total for PEO (columns (b)) | $1,656,270 | $1,751,842 | $639,740 | $310,422 | $5,527,664 | | - SCT “Stock Awards” Column (grant date FV of equity awards reported in SCT) | (522,753) | (737,005) | (187,698) | (34,497) | — | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 486,169 | 803,809 | 154,344 | 28,367 | — | | +/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (294,821) | (8,173) | (2,017) | (285) | — | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | — | | +/- year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (147,123) | (14,030) | 159 | 26 | 33,944 | | - fair value as of prior year end equity awards granted in prior years that failed to vest in the covered year (i.e., forfeited) | — | — | — | — | — | | + dollar value of dividends/earnings paid on equity awards in the covered year | — | — | — | — | — | | + excess fair value for equity award modifications | — | — | — | — | — | | Compensation Actually Paid to PEO (columns (c)) | $1,177,742 | $1,796,443 | $604,528 | $304,032 | $5,561,608 |

  36. Pay Versus Performance Table

    | Average for Non-PEO NEOs | 2024 | 2023 | 2022 | | Average SCT Total for Non-PEO NEOs (columns (d)) | $627,788 | $636,321 | $585,681 | | - SCT “Stock Awards” Column (grant date FV of equity awards reported in SCT) | (146,003) | (202,763) | (170,004) | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 135,785 | 221,142 | 137,795 | | +/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (92,799) | (6,057) | (1,950) | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | — | | +/- year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (55,372) | (10,309) | 171 | | - fair value as of prior year end equity awards granted in prior years that failed to vest in the covered year (i.e., forfeited) | — | — | — | | + dollar value of dividends/earnings paid on equity awards in the covered year | — | — | — | | + excess fair value for equity award modification | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs (columns (e)) | $469,399 | $638,334 | $553,693 |

  37. Pay Versus Performance Table

    For each year, total shareholder return for the Company was calculated in accordance with Item 201 (e) and Item 402 (v) of Regulation S-K. (5) Net income is rounded to the nearest thousand.

  38. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Tables for each of 2024, 2023 and 2022, including: (a) a comparison between our cumulative total shareholder return and (b) comparisons between (i) the compensation actually paid to the PEO (on an aggregate basis) and the average compensation actually paid to our non-PEO NEOs and (ii) the performance measure set forth in column (f) and (h) of the Pay Versus Performance Table.