DEF 14A of Farmland Partners Inc., Mar 17, 2026

DEF 14A of Farmland Partners Inc.

Filed Mar 17, 2026 · FY20250001104659-26-029548

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board is currently comprised of six directors: Luca Fabbri, John A. Good, Jennifer S. Grafton, Danny D. Moore, Paul A. Pittman and Bruce J. Sherrick, all of whom have terms expiring at the Annual Meeting. The Board is re-nominating all of the current directors other than Ms. Grafton. The nominees have been recommended by the Board for re-election to serve as directors for one-year terms until the 2027 Annual Meeting and until their successors are duly elected and qualify. Based on its review of the relationships between the director nominees and the Company, the Board has affirmatively determined that the following director nominees are “independent” directors under the listing rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the “SEC”): John A. Good, Danny D. Moore, and Bruce J. Sherrick. The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of the Board.

  2. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.

  3. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    | Name | Age(1) | Title | Director Since | | Luca Fabbri | 57 | President and Chief Executive Officer | 2023 | | John A. Good | 68 | Independent Director | 2018 | | Danny D. Moore | 63 | Independent Director | 2021 | | Paul A. Pittman | 63 | Executive Chairman | 2014 | | Bruce J. Sherrick | 62 | Independent Director | 2024 |

  4. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    (1) Age as of March 17, 2026 Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, and the period during which he or she has served as a director. Luca Fabbri. Mr. Fabbri has served as our Chief Executive Officer and director since February 2023 and as our President since October 2021 and previously served as our Chief Financial Officer and Treasurer from the founding of our Company until October 2021. From November 2011 until 2014, Mr. Fabbri served as the Senior Vice President and Chief Operating Officer of American Agriculture. Mr. Fabbri was a founder of Co3 Systems Inc., an enterprise software company in Cambridge, MA, and served as its Vice President of Engineering from January 2010 to October 2011. From January 2003 to September 2012, Mr. Fabbri was a consultant with Elk Creek Ventures Inc., providing consulting services in technology, finance and corporate development. From April 2000 to December 2002, Mr. Fabbri served as Head of Corporate Development for Jazz Technologies, Inc. Mr. Fabbri also founded Thejobsite.com, a software company, and served as its Senior Vice President and Chief Financial Officer from April 2000 to December 2002. From August 1997 to January 2000, Mr. Fabbri was an Associate in mergers and acquisitions in the London office of Merrill Lynch & Co. Mr. Fabbri began his career in Italy as a technology and operations consultant. Mr. Fabbri has a B.S. with Honors in Economics from the University of Naples (Italy) and a M.B.A. in Finance from the Massachusetts Institute of Technology. Based on his knowledge of the Company, its business and properties, his background in finance and his experience in the real estate industry, including acquiring and managing farmland, we have determined that Mr. Fabbri should serve as a director. John A. Good. Mr. Good has served as a director since his appointment to the Board on January 21, 2018. Since October 2018, Mr. Good has served as the Chief Executive Officer of NexPoint Storage Partners, Inc. (formerly, Jernigan Capital, Inc.), a REIT that owns and operates self-storage facilities and provides capital to developers, acquirers and other owners of self-storage facilities. Mr. Good has also served as Chief Executive Officer of VineBrook Homes Trust, Inc. since August 2024 and as President of VineBrook Homes, Inc. since November 2024. VineBrook Homes Trust, Inc. is a single-family rental REIT. Prior to serving as Chief Executive Officer of Jernigan Capital, Inc., Mr. Good served as the President and Chief Operating Officer of Jernigan Capital, Inc. (NYSE: JCAP) and as a director since June 2015. Prior to joining Jernigan Capital, Inc., Mr. Good was a partner and co-head of the REIT practice group of Morrison & Foerster LLP, a global law firm. From 1999 to 2013, Mr. Good was a partner, multi-term executive committee member and head of the REIT practice at the law firm of Bass, Berry & Sims PLC and prior to that was a stockholder and chair of the securities and M&A practice group at the national law firm of Baker Donelson. Mr. Good has over 39 years’ experience, in the capacity as counsel and/or principal, working with senior management teams and boards of directors of public companies in the REIT and financial services industries on corporate finance, corporate governance, merger and acquisition, tax, executive compensation, joint venture and strategic planning projects. As a nationally recognized corporate and securities lawyer, he was lead counsel on over 200 securities offerings raising in excess of $25 billion over the past 25 years, with more than 125 of those deals being in the REIT industry. Mr. Good graduated from the University of Memphis with a B.B.A. in accounting, cum laude, in 1980, attained his CPA designation and practiced with a large regional CPA firm until entering University of Memphis School of Law, where he received his J.D. with honors in 1987. When he was a practicing attorney, Mr. Good was nationally ranked by Chambers USA as a leading lawyer to the REIT industry and has been active in NAREIT since 1994. Based on his extensive experience working with public companies in the REIT industry, we have determined that Mr. Good should serve as a director. Danny D. Moore. Mr. Moore has served as a director since November 2021. Mr. Moore has served as the President of DeNOVO Solutions, LLC and Thornberry Consulting, LLC, which provide scientific, engineering, technical and operational support services to the United States Department of Defense, since 2012. Mr. Moore has served on the Board of Directors of the Leadership Program of the Rockies since 2019 and on the Board of Directors of the Colorado Business Roundtable since 2020 and previously served as a member of the Board of Advisors of the University of Denver’s Graduate School of Professional Psychology from 2018 to 2020. Prior to his retirement from service in 2005, Mr. Moore served 24 years in the United States Navy. Mr. Moore holds an undergraduate degree from Colorado Christian University and a Master of Business Administration from the University of Phoenix. Based on his demonstrated operational expertise and leadership credentials, we have determined that Mr. Moore should serve as a director. Paul A. Pittman. Mr. Pittman has served as our Executive Chairman since our initial public offering in April 2014 and served as our Chief Executive Officer until February 2023 and as our President until November 2021. Mr. Pittman grew up in a farm family and has been buying and operating farms since the mid-1990s. Many of his farmland assets in Illinois, Nebraska, and Colorado were contributed to Farmland Partners Inc. at the time of its initial public offering in 2014. Before devoting full attention to his farming and farmland ownership businesses, Mr. Pittman was the Chief Financial Officer of Jazz Technologies, a publicly traded semiconductor foundry. Prior to that, he started TheJobsite.com, which merged into HomeSphere, an enterprise software company where Mr. Pittman served as President. Mr. Pittman has worked as an investment banker in London, New York and San Francisco specializing in mergers and acquisitions with Merrill Lynch, Wasserstein Perella & Co, and ThinkEquity. He began his career as an attorney with Sullivan & Cromwell LLP. Mr. Pittman served in the United States Coast Guard. He earned a B.S. in Agriculture from the University of Illinois, a master’s degree in Public Policy from Harvard University, and a J.D. with Honors from the University of Chicago Law School. Based on his knowledge of the Company, its business and properties, his past public company experience, his background in finance and his experience in the real estate industry, including acquiring and managing farmland, we have determined that Mr. Pittman should serve as the Executive Chairman of the Board.

  5. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    Bruce J. Sherrick. Dr. Sherrick has served as a director since his appointment to the Board in July 2024. Dr. Sherrick has held the Marjorie and Jerry Fruin Professorship at the University of Illinois since 2013 and has served as the Director of the TIAA-CREF Center for Farmland Research at the university’s Department of Agricultural and Consumer Economics since 2014. Since 2002, Dr. Sherrick has served as a Managing Partner of Integrated Financial Analytics & Research (iFAR), a consulting firm that specializes in credit risk assessment and modeling of agricultural finance institutions. Throughout his career, Dr. Sherrick has been active in the farmland investment community and currently manages webinars and reporting related to the NCREIF Farmland Data Set, a compilation of data that track the investment performance of farmland properties. He also oversees the annual Farmland Values and Lease Trends project for the Illinois Society of Professional Farm Managers and Rural Appraisers. Dr. Sherrick has served as a director of Peoples Company, a farm brokerage company, since 2024, a director of Leading Harvest, an agriculture sustainability company, since 2019 and a director of Twin Cedars Bank, an Iowa financial institution that specializes in agricultural finance, since 2021. Further, Dr. Sherrick served as a director and audit committee member of Farmer Mac (NYSE: AGM), an agricultural credit provider, from 2012 to 2021. Dr. Sherrick also serves as a Senior Advisor for Equilibrium Capital, a sustainability-driven asset management firm, and is on the advisory board of Promised Land Opportunity Zone (the “OZ Fund”), a private investment fund focused on acquiring and improving farmland in certain qualified opportunity zones within the United States. Dr. Sherrick graduated from The Ohio State University with a Bachelor of Science and a Ph.D., with a focus on finance, economics, and agriculture. Based on his technical expertise, his background in the farmland investment community and his past public company experience, we have determined that Dr. Sherrick should serve as a director.

  6. Stockholder Engagement

    Stockholder Engagement We believe that regular engagement with stockholders is an important component of effective corporate governance. Our Board and management team seek to maintain an open dialogue with stockholders to understand their perspectives on the Company’s strategy, governance practices and executive compensation programs. This was especially true in 2025 as the non-binding, advisory resolution approving the compensation paid to our named executive officers, as disclosed in our 2025 proxy statement, was not approved by our stockholders, with just under 50% of the votes cast having been voted in favor of the proposal to approve such resolution. This was significantly below the high level of stockholder support for the same proposal in 2024 despite a year-over-year reduction in overall executive compensation. During October 2025, members of senior management, including the Company’s Executive Chairman and General Counsel, conducted a series of stockholder engagement calls with several of the Company’s major institutional investors. These engagement efforts were undertaken following the 2025 annual meeting in order to better understand stockholder perspectives and to inform the Company’s approach to disclosure and governance matters ahead of the 2026 proxy season. In certain instances, an independent director participated in these discussions. To support these efforts, the Company engaged an independent third-party advisor to assist with preparing for and coordinating the engagement process and to help track and summarize stockholder feedback. Topics discussed during these engagement calls included, among other matters: • executive compensation structure and philosophy, including severance arrangements and performance-based compensation; • the Company’s strategy and long-term value creation objectives, including shareholder value derived from a small management team working to reduce external costs; • the alignment of executive compensation with the Company’s business strategy and stockholder interests; and • governance matters and Board oversight of strategy and risk. One of the areas of concern we heard from investors is that pursuant to our change in control agreement with Susan Landi, our Chief Financial Officer and Treasurer, Ms. Landi’s change in control payment is structured as a “single-trigger” arrangement, meaning that any change in control payment owed pursuant to her agreement becomes payable upon the occurrence of a change in control, without a requirement that her employment be terminated in connection with the transaction. In 2024, Ms. Landi replaced James Gilligan, who also had a single trigger arrangement but at a multiple four times higher than Ms. Landi’s, providing a significant overall cost savings to the Company. A number of investors asked us to provide more disclosure on why we provided Ms. Landi with this arrangement. The Board believes the structure provided to the Company’s executive officers promotes stability and alignment during periods of strategic review in light of the Company’s business model and asset profile, and particularly in light of the relatively low compensation of the Company’s executives compared to its peers. In evaluating this approach, the Board considered the Company’s lean management structure and the mission-critical nature of each executive’s roles. The Board believes that providing its executives with certainty regarding severance arrangements reduces potential conflicts of interest and supports each executive’s focus on maximizing stockholder value in the context of a potential transaction. The Board and its committees also considered the other feedback received through this engagement process. As reflected in this Proxy Statement, the Company has enhanced its disclosure in several areas in response to this stockholder input, including additional discussion regarding compensation structure, performance considerations and the Compensation Committee’s decision-making process, and the rationale underlying certain governance and compensation practices. The Company expects to continue engaging with stockholders as part of its ongoing governance practices.

  7. Director Compensation

    Director Compensation As compensation for serving on the Board, each of our independent directors receives an annual fee of $37,500 and an additional $2,500 per year for committee service, regardless of the number of committees on which a director serves. The chair of each of the Audit, Compensation and Nominating and Corporate Governance Committees receives an additional annual fee of $7,500, $5,000 and $2,500, respectively, and the lead independent director receives an additional annual fee of $7,500; provided, however, if the lead independent director also serves as the Audit Committee Chair, he or she receives $2,500, and if he or she serves as both the Audit and Compensation Committee Chair, this amount is increased to $5,000. In addition, we reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Messrs. Pittman and Fabbri do not receive any additional compensation for their service on the Board. The following provides compensation information pursuant to the scaled disclosure rules applicable to emerging growth companies under SEC rules and the JOBS Act.

  8. Director Compensation Table

    Director Compensation Table The following table provides information on the compensation of our directors for the fiscal year ended December 31, 2025, other than Messrs. Pittman and Fabbri, who received no separate compensation for their service as directors. For information related to the compensation of Messrs. Pittman and Fabbri, please refer to “Compensation of Executive Officers — Summary Compensation Table.”

  9. Director Compensation Table

    | Name | Fees Paid in Cash | Stock Awards(1)(2) | All Other Compensation(2)(3) | Total | | John A. Good | $47,500 | $46,960 | $5,800 | $100,260 | | Jennifer S. Grafton | $52,500 | $46,960 | $5,800 | $105,260 | | Danny D. Moore | $42,500 | $46,960 | $5,800 | $95,260 | | Bruce J. Sherrick | $40,000 | $46,960 | $5,800 | $92,760 |

  10. Director Compensation Table

    (1) Represents the aggregate grant date fair value of restricted shares of Common Stock granted on February 18, 2025 in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are discussed in “Note 9 — Stockholders’ Equity and Non-controlling Interests — Equity Incentive Plan” in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. (2) As of December 31, 2025, Mr. Good, Ms. Grafton, Mr. Moore and Dr. Sherrick each beneficially owned 4,000 unvested shares of restricted stock. Represents the dollar value of dividends paid on unvested restricted stock awards.

  11. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2025 and 2024.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Non-Equity Incentive Compensation(1) | Bonus(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Paul A. Pittman(5) Executive Chairman | 2025 | $575,000 | $121,875 | $203,125 | $636,993 | $205,325 | $1,742,318 | | | 2024 | $575,000 | $121,875 | $1,325,000 | $895,883 | $67,846 | $2,985,604 | | Luca Fabbri(5) President and Chief Executive Officer | 2025 | $400,000 | $121,875 | $203,125 | $545,556 | $114,616 | $1,385,172 | | | 2024 | $375,000 | $103,125 | $1,025,000 | $545,001 | $35,710 | $2,083,836 | | Christine Garrison General Counsel and Corporate Secretary | 2025 | $275,000 | $56,250 | $93,750 | $145,477 | $27,063 | $597,540 | | | 2024 | $260,000 | $48,750 | $430,000 | $124,568 | $7,091 | $870,409 |

  13. Summary Compensation Table

    (1) The non-equity incentive compensation awards for Messrs. Pittman and Fabbri and Ms. Garrison are based on achievement of goals and objectives set by the Compensation Committee. For 2025 and 2024, the goals were (1) renewal rates of expiring leases and (2) AFFO/share. (2) The bonus awards, which were determined in the sole discretion of the Compensation Committee, were based on the Compensation Committee’s assessment of the individual performance of the NEOs in the years presented. A significant portion of the bonus compensation earned for 2024 included a special bonus that was approved by the Compensation Committee in recognition of exemplary work for asset sales. (3) Represents the aggregate grant date fair value of the stock portion of the annual bonus paid to each NEO, computed in accordance with FASB ASC Topic 718. The stock portion of the bonus award was in the form of restricted shares of Common Stock that vest ratably over three years and is presented in the year in which the stock grant was made, rather than the year such grant was earned. For performance-based awards, the grant date fair value of the awards was calculated in accordance with FASB ASC Topic 718 based upon the probable outcome of such conditions. The value of performance-based awards granted in 2024, assuming achievement of the highest level of performance, and using the closing price of a share of our common stock as of the date of grant would be as follows: for Mr. Pittman, $323,612; for Mr. Fabbri, $196,847; and for Ms. Garrison, $44,973. The value of performance-based awards granted in 2025, assuming achievement of the highest level of performance, and using the closing price of a share of our common stock as of the date of grant would be as follows: for Mr. Pittman, $229,846; for Mr. Fabbri, $196,845; and for Ms. Garrison, $52,478. The assumptions used to calculate these amounts are discussed in “Note 9 — Stockholders’ Equity and Non-controlling Interests — Equity Incentive Plan” in the notes to the consolidated financial statements in our 2025 Annual Report on Form 10-K. (4) Represents dividends paid on unvested shares of restricted stock. (5) Mr. Fabbri was appointed Chief Executive Officer on February 23, 2023. Mr. Pittman, the Company’s previous Chief Executive Officer, continues to serve as Executive Chairman.

  14. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table presents information about our NEO’s outstanding equity awards as of December 31, 2025.

  15. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | Name | Grant Date | Number of Shares That Have Not Vested(1) | Market Value of Shares That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested(2) | | Paul A. Pittman(4) Executive Chairman | 2/18/2025 | 45,687 | $442,707 | — | $— | | | 3/4/2024 | 44,629 | $432,455 | — | $— | | | 2/24/2023 | 31,732 | $307,483 | | | | Luca Fabbri(4) President and Chief Executive Officer | 2/18/2025 | 39,129 | $379,160 | — | $— | | | 3/4/2024 | 27,149 | $263,073 | — | $— | | | 2/24/2023 | 15,592 | $151,086 | | | | Christine Garrison General Counsel and Corporate Secretary | 2/18/2025 | 10,434 | $101,105 | — | $— | | | 3/4/2024 | 6,205 | $60,126 | — | $— | | | 2/24/2023 | 7,126 | $69,051 | | |

  16. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1) Represents the unvested portion of shares of restricted stock granted under our Fourth Amended and Restated 2014 Equity Incentive Plan, all of which vest ratably on the first three anniversaries of the date of grant. (2) Market value reflects the number of restricted shares multiplied by $9.69 per share, which was the closing price of our Common Stock on the NYSE on December 31, 2025. (3) The number of shares that have not vested for performance-based stock awards for 2024 grants are estimated to be (i) at zero for awards for which the performance metric is absolute total shareholder return and (ii) at zero for awards for which the performance metric is relative total shareholder return. The vesting period is three years from the grant date. The number of shares that have not vested for performance-based stock awards for 2025 grants are estimated to be (i) at zero for awards for which the performance metric is absolute total shareholder return and (ii) at zero for awards for which the performance metric is relative total shareholder return. The vesting period is three years from the grant date. Mr. Fabbri was appointed Chief Executive Officer on February 23, 2023. Mr. Pittman, the Company’s previous Chief Executive Officer, continues to serve as Executive Chairman.

  17. 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 and certain financial performance measures for the Company for each of the last three completed fiscal years. The following provides pay versus performance information pursuant to the scaled disclosure rules applicable to smaller reporting companies. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s calculation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in the SCT, as well as the adjusted amounts required to be reported in this section for the years ended December 31, 2023, 2024 and 2025. Pay versus Performance Table

  18. Pay versus Performance

    | Year | SCT Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average SCT Total for non-PEO NEOs(2) | Average CAP for non-PEO NEOs(3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return | Net Income | | 2025 | $1,385,172 | $1,167,510 | $1,169,929 | $979,049 | $94.29 | $32,172,000 | | 2024 | $2,083,836 | $2,077,322 | $1,483,638 | $1,470,457 | $116.51 | $61,450,000 | | 2023 | $1,162,823 | $1,171,621 | $1,463,728 | $1,517,090 | $110.32 | $31,681,000 |

  19. Pay versus Performance

    (1) Our principal executive officer (“PEO”) for the years ended December 31, 2023, 2024 and 2025 was Mr. Fabbri. The dollar amounts reported in this column are the amounts of total compensation reported for our PEO for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (2) The non-PEO NEOs for the year ended December 31, 2023 were Messrs. Pittman and Gilligan. The non-PEO NEOs for the year ended December 31, 2024 were Messrs. Pittman and Gilligan and Ms. Garrison. The non-PEO NEOs for the year ended December 31, 2025 were Mr. Pittman and Ms. Garrison. The dollar amounts reported in this column are the amounts of total compensation reported for our non-PEO NEOs for each corresponding year in the “Total” column of the SCT. See “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (3) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO and our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO and our non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: PEO SCT Total Compensation to CAP Reconciliation

  20. Pay versus Performance

    | Name | Year | PEO or Non-PEO NEO | SCT Total | To Calculate Executive CAP | | | | | | | | Deducted(1) | Added(2) | CAP | | Luca Fabbri | 2025 | PEO | $1,385,172 | $(545,556) | $327,894 | $1,167,510 | | Paul Pittman | 2025 | NEO | $1,742,318 | $(636,993) | $316,145 | $1,421,470 | | Christine Garrison | 2025 | NEO | $597,540 | $(145,477) | $84,565 | $536,628 | | Luca Fabbri | 2024 | PEO | $2,083,836 | $(545,001) | $538,487 | $2,077,322 | | Paul Pittman | 2024 | NEO | $2,985,604 | $(895,883) | $865,227 | $2,954,948 | | James Gilligan | 2024 | NEO | $1,809,871 | $(259,520) | $234,323 | $1,784,674 | | Christine Garrison | 2024 | NEO | $870,409 | $(124,568) | $128,934 | $874,775 | | Luca Fabbri | 2023 | PEO | $1,162,823 | $(494,993) | $503,791 | $1,171,621 | | Paul Pittman | 2023 | NEO | $2,189,603 | $(1,006,243) | $1,080,232 | $2,263,592 | | James Gilligan | 2023 | NEO | $737,853 | $(249,991) | $282,726 | $770,588 |

  21. Pay versus Performance

    Deducted the amount reported in the SCT “Stock Awards” column. (2) Added (or subtracted, as applicable) (i) the end of year fair value of stock awards granted during the year that were outstanding and unvested at the end of the year, (ii) the change from the end of the prior fiscal year to the end of the applicable year in the fair value of stock awards granted in any prior year that are outstanding and unvested at the end of the year, and (iii) the change in the fair value of stock awards from the end of the prior fiscal year to the vesting date for stock awards granted in any prior year that vested during the applicable year. All fair values were computed in accordance with FASB ASC Topic 718. Relationship Between CAP and Financial Measures There is an important timing difference to consider when comparing the SCT to the CAP. The SCT includes stock awards, generally granted in the first quarter, following the completion and filing of the Annual Report on Form 10-K for such year ended December 31st. The stock awards included in the SCT are based on performance of the executive and the Company in the previous year. The CAP includes stock award changes in fair value (as explained in the table above), driven by stock price performance in the current year. In 2023, the SCT included stock awards that were associated with performance in 2022. The CAP included stock award changes in fair value driven by stock price performance in 2023, which was relatively flat. In 2024, the SCT included stock awards that were associated with performance in 2023. The CAP included stock award changes in fair value driven by stock price performance in 2024, which increased approximately 5%. In 2025, the SCT included stock awards that were associated with performance in 2025. The CAP included stock award changes in fair value driven by stock price performance in 2025, which decreased approximately 14%. The following describes how each of the financial measures in this section, across the period included, relate to the trends in the CAP to the PEO and the other NEOs (excluding NEOs that were hired, or retired, during the periods, making them non-comparable between the periods): Total Shareholder Return (TSR): The Company’s TSR was lower in 2025 compared to 2023 and 2024, driven by a decline in the stock price during 2025, compared to relatively flat stock price performance in 2023 and 2024. The lower stock price performance in 2025 compared to 2023 and 2024 contributed to lower CAP amounts in 2025, compared to 2023 and 2024. Net Income: Net income decreased 47.7% from $61.5 million for the year ended December 31, 2024 to $32.1 million for the year ended December 31, 2025. The CAP amount decreased by approximately 52% for Mr. Pittman, 44% for Mr. Fabbri and 39% for Ms. Garrison during 2025, compared to 2024.