DEF 14A of CPI Card Group Inc.
Filed Apr 8, 2026 · FY20250001104659-26-040936
Director Nominee Biographical Information and Qualifications
Director Nominee Biographical Information and Qualifications Set forth below is a description of the business experience of each director nominee, as well as their relevant qualifications, skills and experiences. Each director nominee listed below is a current director nominated for re-election to the Board for a term expiring at the annual meeting of stockholders in 2027. See “Election of Directors (Proposal No. 1).” Thomas Furey, 61, has served on our Board of Directors since May 2021. Mr. Furey currently serves as the Chairman and Chief Executive Officer of Sagetech Avionics, Inc. (“Sagetech”), a privately held aerospace electronics company. Sagetech was incorporated in 2019 after a divisional carve out from Sagetech Corporation, for which Mr. Furey held the position of Chief Operating Officer since 2015. From 2014 to 2015, Mr. Furey served as Vice President of Manufacturing and Engineering at Unitec, Inc., a point-of-sale payments equipment company, before which he ran his own operations consultancy firm from 2012 to 2013. From 2004 to 2012, Mr. Furey held various executive positions at Standard Register Company, including Vice President of Manufacturing, Chief Supply Chain Officer and President of Standard Register’s industrial business. From 2001 to 2004, Mr. Furey was in charge of North American operations for Avery Dennison Corporation (NYSE:AVY), a label materials manufacturer. Mr. Furey also held positions of increasing responsibility in manufacturing leadership at AlliedSignal, Inc. (which acquired Honeywell Inc. in 1999 and took its name) from 1994 to 2001 and was selected as the AlliedSignal fellow to the “Leaders for Manufacturing” program at the Massachusetts Institute of Technology (“MIT”) from 1997 to 1999. He began his career as a Naval Flight Officer in the U.S. Navy. Mr. Furey holds a Bachelor of Science degree in Mathematics from the U.S. Naval Academy, a Master of Science degree in Industrial Engineering from California State University Northridge, as well as a Master of Science degree in Mechanical Engineering and a Master of Business Administration degree from MIT. Mr. Furey brings to the Board extensive experience in high volume manufacturing, operations and executive leadership. John Lowe, 49, was appointed President and Chief Executive Officer of the Company and was appointed to the Board of Directors in January 2024. Prior to that, he served as our Executive Vice President (“EVP”) End-to-End Payment Solutions since December 2022. He served as our Senior Vice President (“SVP”) and General Manager, Secure Card from October 2021 to December 2022. From July 2018 to October 2021, Mr. Lowe served as the Company’s Chief Financial Officer. Prior to joining the Company, Mr. Lowe served as Chief Financial Officer of SquareTwo Financial Corporation, a financial services company, from August 2014 until June 2017. Prior to August 2014, Mr. Lowe held various leadership roles of increasing responsibility at SquareTwo Financial Corporation, including serving as Treasurer, Vice President of Finance and Vice President of External Reporting. Mr. Lowe’s employment with SquareTwo Financial Corporation commenced in 2009. SquareTwo Financial Corporation filed for Chapter 11 bankruptcy protection in March 2017 in connection with a strategic sale of the Company. Mr. Lowe holds a Bachelor of Science degree in both Accounting and Finance from the Virginia Polytechnic Institute and State University. He brings to the Board significant experience in the areas of finance, accounting, investor relations, operations and executive leadership, including over 20 years of experience in the financial services industry. Ravi Mallela, 56, has served on our Board of Directors since November 2023. From January 2022 to May 2024, he served as Executive Vice President and Chief Financial Officer of National Mortgage Insurance Holdings Inc. (NASDAQ:NMIH), the parent company of National Mortgage Insurance Corporation, a U.S.-based, private mortgage insurance company, and on its Executive Committee. Prior to joining NMIH, Mr. Mallela served as Executive Vice President and Chief Financial Officer, Finance Group, of First Hawaiian, Inc., a bank holding company, and First Hawaiian Bank (NASDAQ:FHB), a financial institution, (together, “First Hawaiian”) from September 2018 until January 2022. Prior to joining First Hawaiian, Mr. Mallela served as Senior Vice President, Head of Finance and Treasury of First Republic Bank (OTC:FRCB) from 2013 to 2018. He holds a Master of Business Administration degree from UCLA Anderson School of Management and a Bachelor of Science degree in Economics from the University of San Francisco. Mr. Mallela has public company executive leadership experience including significant experience in managing finance operations, risk management frameworks, data strategies and technical applications at large and mid-sized financial institutions. Lisa Oleson, 46, has served on our Board since May 2024. Since 2016, Ms. Oleson has served as the Chief Financial Officer at Tricor Pacific Capital Inc., a Canadian single-family office that makes control investments in middle market companies, commercial real estate, and land development, among other asset classes. Ms. Oleson previously served on the board of directors of Dinoflex Group LP, a manufacturer of premium recycled rubber flooring with distribution across North America from July 2022 to January 2025. Prior to joining Tricor, Ms. Oleson held progressively senior finance roles in financial services, recycling, franchising, and heavy equipment companies. Ms. Oleson is a Chartered Professional Accountant in British Columbia, and holds a Bachelor of Business Administration degree with honors from Laurentian University. Ms. Oleson brings strong finance and accounting skills, as well as diverse operating experience, from her time in various industries. Nicholas Peters, 53, has served on our Board of Directors since 2007. Mr. Peters is a Managing Member at EXI Investment Partners, a private investment firm that makes control investments in lower middle market companies in the United States. Prior to co-founding EXI Investment Partners, Mr. Peters was a Managing Director at Parallel49 Equity (formerly Tricor Pacific Capital), a private equity firm, which he joined in 2002, and also began serving as Parallel49 Equity’s Chief Financial Officer in 2012. Mr. Peters continues to provide services to Parallel49 Equity in a variety of capacities. Prior to joining Parallel49 Equity, Mr. Peters was a Senior Manager at Arthur Andersen LLP. Mr. Peters serves on the board of several EXI Investment Partners investment companies and previously served on the board of several Parallel49 Equity investment companies. Mr. Peters holds a Bachelor of Science degree in Business Administration from the University of Dayton and is a Certified Public Accountant (inactive). Mr. Peters brings to the Board strong finance, accounting and capital market skills, as well as valuable experience from his oversight of the management and operations of several private equity owned companies.
Director Nominee Biographical Information and Qualifications
H. Sanford “Sandy” Riley, 75, has served on our Board of Directors since May 2023. He served as President and CEO of Richardson Financial Group Limited, a specialized financial services company, from 2003 until January 2026. Previously, he served for 10 years as President and CEO and later Chairman of Investor Group, Inc., one of Canada’s largest mutual fund companies. Mr. Riley has served as a member of the board of directors of Molson Coors (NYSE:TAP) since 2015. In addition, Mr. Riley previously served as a director of Canadian Western Bank (TSX:CWB) from 2011 to 2022, The North West Company (TSX:NWC) from 2002 to 2022, RF Capital Group Inc. from 2018 and 2025, and Manitoba Hydro, where he also served as Chairman of the board of directors, from 2016 to 2018. Mr. Riley is also involved with various community organizations, including serving as Chairman of the University of Winnipeg Foundation, past Chancellor of the University of Winnipeg and past Chairman of the Manitoba Business Council. Mr. Riley holds a J.D. from Osgoode Hall Law School, a Bachelor of Arts degree from Queen’s University and is a Member of the Order of Manitoba and the Order of Canada. He brings extensive board-level experience having served on numerous public company boards and committees in various industries, with leadership in areas of risk management, corporate governance and executive compensation, as well as executive leadership experience in financial services, including such areas as operations, management, strategy and corporate development. Marc Sheinbaum, 68, has served on our Board of Directors since November 2019. Since January 2017, Mr. Sheinbaum has been an advisor to venture capital firms. From April 2014 to August 2016, he was the President, Chief Executive Officer and a director of Higher One Holdings, Inc. (NYSE:ONE), a payments technology provider for higher education. From February 2007 through March 2013, Mr. Sheinbaum was the Senior Vice President and Chief Executive Officer of Retail, Auto and Education Finance at JPMorgan Chase & Co. (NYSE:JPM). Earlier in his career, Mr. Sheinbaum held positions at GE Capital Corporation and American Express Company (NYSE:AXP), as well as Coopers & Lybrand Management Consulting. Mr. Sheinbaum holds a Bachelor of Science degree in Management Science from State University of New York at Albany and a Master of Business Administration degree from New York University. He brings considerable experience in payments and consumer financial services as well as public company leadership. Valerie Soranno Keating, 62, has served on our Board of Directors since May 2018. Ms. Soranno Keating has been senior advisor to a number of private equity firms in the U.S. and Europe since 2017. From November 2009 through May 2015, she was the Chief Executive Officer of Barclaycard, the global payments division of Barclays PLC (NYSE:BCS). Before joining Barclays PLC, Ms. Soranno Keating held a variety of executive positions at American Express Company (NYSE:AXP) from May 1993 through May 2009, including President, Travelers Cheques & Prepaid Services, Executive Vice President Global Commercial Services, Executive Vice President Global Merchant Services, Emerging Global Businesses & Network Expansion, and Vice President Corporate Strategic Planning. Ms. Soranno Keating also serves as a director on the boards of other public and private companies, including Engage People Inc., re:Member LLC, and NAW Holdings LLC. She served as a director of FinServ Acquisition Corp. II (Nasdaq: FSRX) from February 2021 to December 2023 and One Main Financial (NYSE: OMF) from June 2018 to June 2025. Ms. Soranno Keating holds a Bachelor of Science degree in Business Administration from Lehigh University. She brings to the Board wide-ranging experience in both executive and board roles across a broad spectrum of payments and related businesses.
Director Compensation
Director Compensation The components of the non-employee director compensation program design remained unchanged in 2025 from 2024 and consisted of a mix of cash retainers and equity awards in the form of stock-settled restricted stock units (“RSUs”), which are scheduled to vest on the first anniversary of the grant date. While the design of the non-employee director compensation program remained unchanged, the values of the program’s components were modified. After considering the recommendations of WTW based on its review of market data, the annual cash retainer was decreased by $10,000 to $90,000 and the value of annual equity award was increased by $25,000 to $125,000. All cash fees are paid to directors on a quarterly basis unless otherwise indicated and are prorated for any partial service periods. The following table sets forth our compensation program for our non-employee directors in 2025. Employees of the Company do not receive any additional compensation for their service on the Board and, accordingly, Mr. Lowe did not receive compensation as a director during 2025. Please see the “2025 Summary Compensation Table” for the compensation received by Mr. Lowe with respect to 2025.
Director Compensation
| Compensation Element | Value | | Annual Cash Retainer | $90,000 | | Annual Equity Award | $125,000 | | Chairman of the Board Annual Cash Fee | $50,000 | | Committee Chair Annual Cash Fee | $15,000 | | Committee Member Annual Cash Fee | $7,500 |
2025 Director Compensation
2025 Director Compensation The following table summarizes the annual compensation that our non-employee directors received with respect to 2025.
2025 Director Compensation
| | Fees | | | | | Earned | Stock | | | | Or Paid | Awards | | | Name | In Cash | (1) (2) | Total | | Thomas Furey | $105,000 | $124,053 | $229,053 | | Ravi Mallela | $97,500 | $124,053 | $221,553 | | Lisa Oleson | $97,500 | $124,053 | $221,553 | | Nicholas Peters | $112,500 | $124,053 | $236,553 | | H. Sanford Riley | $140,000 | $124,053 | $264,053 | | Marc Sheinbaum | $120,000 | $124,053 | $244,053 | | Valerie Soranno Keating | $120,000 | $124,053 | $244,053 |
2025 Director Compensation
| (1) The amounts reported in this column represent the grant date fair value of the RSU awards granted to each non-employee director during 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB Topic 718”) based on the closing stock price on the date of grant. The number of RSUs awarded were determined with reference to the average closing price of our Common Stock for the month in which the date of grant occurred. Each of the non-employee directors received RSUs granted on a quarterly basis with each RSU awarded scheduled to vest one year from the date of grant. See Note 16 of the Company’s audited consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the relevant assumptions used in calculating these amounts. Each of the non-employee directors had the following number of outstanding RSUs and no other equity awards outstanding as of December 31, 2025: Mr. Furey, 6,739 RSUs; Mr. Mallela, 6,739 RSUs; Ms. Oleson, 6,739 RSUs; Mr. Peters, 6,739 RSUs; Mr. Riley, 6,739 RSUs; Mr. Sheinbaum, 6,739 RSUs; and Ms. Soranno Keating, 6,739 RSUs. |
2025 Director Compensation
| (2) Effective January 1, 2024 non-employee directors could elect to defer settlement of the RSU awards until a separation from service. If so elected, the awards become Deferred Stock Units (“DSUs”) upon vest until separation of service at which time they are settled in shares of Common Stock equal to the number of DSUs. |
2025 NEOs
| (1) On February 13, 2026, the Company and Mr. Hochstadt agreed that he would cease serving as Chief Financial Officer effective immediately. Mr. Hochstadt will continue serving the Company through June 30, 2026 as an employee in an advisory capacity to assist the Company in the transition of the Chief Financial Officer role. Upon his June 30, 2026 departure, Mr. Hochstadt will be eligible to receive severance payments and benefits under the Company’s existing U.S. Severance and Change in Control Guidelines (the “Executive Severance Guidelines”), which are described below in “Executive Severance Guidelines”. |
2025 performance ($ in millions)
| (1) The term Total Revenue, as defined in the STIP (as defined below), is consistent with “Total Net Sales,” as included in the Company’s consolidated financial statements. |
Summary of Our 2025 Compensation Decisions
Summary of Our 2025 Compensation Decisions The principal components of our 2025 executive compensation program consisted of (i) base salary, (ii) short-term incentives delivered in the form of quarterly cash payments and (iii) long-term incentives delivered in the form of equity awards and cash-settled long-term awards. We believe these components provide the appropriate mix of compensation to recruit and retain top-level talent, motivate our executive team to achieve the Company’s near-term financial objectives, and align compensation with stockholder value, all of which incentivize our executive team to continue improving business performance. Part of this strategy involves utilizing a short-term incentive plan (“STIP”) that rewards short-term incentive goal achievement with cash payments, as well as a long-term incentive plan (“LTIP”) which utilizes the Company’s Amended and Restated Omnibus Incentive Plan ("Omnibus Incentive Plan”) to grant equity-based and cash-settled long-term awards. Executives (including NEOs) received grants of cash-settled long-term awards tied to a two-year performance period (“PCAs”) in addition to stock-settled RSUs. Pursuant to the 2025 LTIP plan design, grants to executive officers, including NEOs, are comprised of RSUs weighted at 67% of the annual target and PCAs weighted at 33% of the annual target, which LTIP target weighting remained the same as 2024. RSUs vest in equal annual installments on the first, second, and third anniversaries of the grant date, respectively. PCAs have a performance period ending on December 31, 2026 and payment of these awards is tied to our total shareholder return (“TSR”) performance relative to the Russell 2000 TSR (“Relative TSR”) and our cumulative free cash flow (“Cumulative Free Cash Flow”) during each fiscal year in the performance period. The Compensation Committee approves our NEOs’ total compensation (base salary, short-term incentives and long-term incentives).
Summary of Our 2025 Compensation Decisions
| | ● ● ● ● ● | | Factors that Guided 2025 Compensation Decisions | ● Our executive compensation philosophy ● Degree of achievement of key financial goals for 2025 ● Recommendations of our CEO (other than with respect to his own compensation) ● Advice of the Compensation Committee’s independent compensation consultant ● Market pay and governance best practices ● Historical CPI compensation | | 2025 Compensation Program and Key Decisions | Base Salary In December 2024 and February 2025, the Compensation Committee approved increases in base salaries in consideration of our NEOs’ performance, review of competitive market data and internal pay equity: ● CEO: Mr. Lowe received a base salary increase of 4.0%, effective March 3, 2025. ● Other NEOs: Mr. Hochstadt received an annual base salary increase of 4.0% and Ms. Thompson received an annual base salary increase of 2.0%, both effective March 3, 2025. See “Elements of the 2025 Executive Compensation Program — Base Salary” for more information. 2025 Short-Term Incentive Plan (“2025 STIP”) The 2025 STIP emphasized pay-for-performance and the achievement of critical near-term performance milestones. Under the 2025 STIP, the NEOs were eligible to earn quarterly cash bonus awards based on the achievement of pre-established financial goals (specifically the metrics were based on a weighting of 70% for Adjusted EBITDA and 30% for Net Sales). Each NEO’s individual incentive opportunity is determined by the Compensation Committee following a review of competitive market data and internal pay equity. Mr. Lowe’s STIP target increased by 4.0% over 2024, Mr. Hochstadt’s STIP target increased by 4.0% over 2024, and Ms. Thompson’s STIP target increased by 7.5% over 2024. Based on the Company’s performance during 2025, the 2025 STIP payouts were 80% of target for the NEOs, which was due to achieving 99.8% of the Revenue target, translating to 98% Revenue payout, and achieving 96.2% of the Adjusted EBITDA target, translating to 72% Adjusted EBITDA payout. See “Elements of the 2025 Executive Compensation Program — Short-Term Incentives” for more information. 2025 Long-Term Incentive Plan Throughout 2025, the Compensation Committee granted RSUs quarterly under the Omnibus Incentive Plan to select employees of the Company, including the NEOs. The Compensation Committee granted PCAs that are based on achievement with respect to Relative TSR and Cumulative Free Cash Flow goals over a two-year performance period. These awards were determined in consideration of our NEOs’ performance and a review of competitive market data. Based on the Company’s performance during the 2024–2025 performance period, the 2024 PCA payouts were 122% of target for the NEOs, which was due to a Relative TSR performance achievement in the 34th percentile and Cumulative Free Cash Flow achievement at 123% of target. The 2024 PCA were paid in March 2026, subject to the applicable NEO’s continued service through the payment date. See “Elements of the 2025 Executive Compensation Program — Long-Term Incentives” for more information. |
Executive Compensation Governance Highlights
| What We Do | What We Don’t Do | | ✓ Deliver a significant portion of compensation through performance-based, at-risk pay ✓ Maintain a peer group for evaluating competitive market practices ✓ Set pre-established performance targets designed to be challenging ✓ Regularly review risks associated with compensation ✓ Consult with an independent consultant on compensation levels and practices ✓ Provide no executive perquisites ✓ Annual say-on-pay vote | X Provide automatic, annual increases in executive salaries X Maintain uncapped executive incentive plans X Award single-trigger cash severance in connection with a change in control X Re-price stock options without the prior approval of our stockholders X Permit hedging or pledging of equity X Enter into supplemental executive retirement plans X Provide excise tax gross-ups on termination-related payments |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Since 2018, the Compensation Committee has engaged WTW as its independent compensation consultant. WTW is engaged by and reports directly to the Compensation Committee. The Compensation Committee has the sole authority to approve the scope and terms of the engagement of WTW and to terminate such engagement. In 2025, WTW assisted the Compensation Committee with the development of competitive market data, compensation program design and related assessments of the Company’s executive and director compensation levels, evaluation of short-term and long-term incentive compensation strategy, and compilation and review of total compensation data for the Company’s NEOs and provided ongoing evaluation of the compensation program. The Compensation Committee has reviewed the independence of WTW in light of SEC rules regarding compensation consultants and has concluded that WTW is independent and its work for the Compensation Committee does not raise any conflict of interest.
Role of Market Data and the Peer Group
Role of Market Data and the Peer Group In order to gauge the competitiveness of our compensation program and to provide our NEOs with fair and market-competitive compensation, the Compensation Committee reviewed compensation practices and pay opportunities from general industry survey data as well as from a selection of publicly traded peer companies, as provided by WTW. The Company attempts to position itself to attract and retain qualified senior executives in the face of competitive pressures in its relevant labor markets, and we design our compensation practices with this goal in mind. Specifically, in 2025, WTW analyzed information regarding the pay practices of a compensation peer group (as described below) to assist the Compensation Committee in determining pay for our CEO and Chief Financial Officer. In addition, the Company analyzed the pay practices of similarly sized general industry companies identified by WTW to assist the Compensation Committee in determining pay for our other executive officers. The compensation data resulting from this analysis was considered by the Compensation Committee in making 2025 executive compensation decisions. The Compensation Committee reviewed and approved changes to our compensation peer group in 2025 to further align the peer group with the Company’s size and industry focus. The Compensation Committee approved the addition of Priority Technology Holdings, Inc. to our compensation peer group in 2025. The compensation peer group is comprised of companies that meet at least one of the following criteria:
Role of Market Data and the Peer Group
| ● | Similar in size and complexity to CPI (primarily based on revenue and EBITDA); |
Role of Market Data and the Peer Group
| ● | In a similar or related technology-oriented industry; or |
Role of Market Data and the Peer Group
| ● | In competition with CPI for executive talent. |
Role of Market Data and the Peer Group
The following peer group was used to evaluate 2025 executive compensation decisions:
Role of Market Data and the Peer Group
| Executive Compensation Peer Group | | | | Axcelis Technologies, Inc | FormFactor, Inc. | Repay Holdings Corporation | | Badger Meter, Inc. | International Money Express, Inc. | Veeco Instruments, Inc. | | CompoSecure, Inc. | MeridianLink, Inc. | Verra Mobility Corporation | | CTS Corporation | Mirion Technologies, Inc. | Vishay Precision Group, Inc. | | Ennis, Inc. | Priority Technology Holdings, Inc. | | | EVERTEC, Inc. | Qualys, Inc. | |
Short-Term Incentives
Short-Term Incentives The Company believes that establishing cash incentive opportunities is an important factor in both attracting and retaining qualified and highly skilled executives and in motivating our executives to achieve the Company’s near-term financial objectives. To achieve these objectives, the Company maintains a quarterly short-term incentive plan with an annual component, or the “STIP.” The quarterly design of the STIP is intended to reward the achievement of critical quarterly financial performance objectives and the annual component is tied to annual financial performance objectives. As such, payments may vary quarter to quarter. STIP Target Awards Target awards for NEOs are determined by the Compensation Committee and may be adjusted from time to time based on market data and internal pay equity review. All awards are paid based on corporate-wide achievement. For 2025, our NEOs were eligible to receive the following target bonus opportunities under the STIP:
Short-Term Incentives
| Named Executive Officer | % of Base Salary | Target Annual STIP Payment Opportunity | | John Lowe | 100% | $650,000 | | Jeffrey Hochstadt | 82% | $364,000 | | Toni Thompson | 63% | $306,000 |
Short-Term Incentives
2025 STIP Metrics Under the 2025 STIP, executives (including NEOs) were eligible to earn cash bonuses based on the achievement of the following Company-wide metrics and relative weights:
Short-Term Incentives
| | Description | | Metrics | 70% based on achievement of Adjusted EBITDA (1) 30% based on achievement of Net Sales (2) |
Short-Term Incentives
| (1) “Adjusted EBITDA” is a financial measure that is not calculated according to GAAP. For purposes of the STIP, we define Adjusted EBITDA as EBITDA (which represents earnings before interest, taxes, depreciation and amortization, all on a continuing operations basis) adjusted for (i) stock compensation expense, (ii) foreign currency changes, (iii) impairments, (iv) restructuring charges, (v) severance and other charges, (vi) loss on debt extinguishment, (vii) amounts related to a sales tax contingency liability, and (viii) other items that are unusual in nature, infrequently occurring or not considered part of core operations. See Annex A hereto for a reconciliation to Net Income, the most directly comparable GAAP financial measure. |
Short-Term Incentives
| (2) The term Net Sales, as defined in the STIP, is consistent with “Total Net Sales,” as included in the Company’s consolidated financial statements, for all references contained herein. |
Short-Term Incentives
2025 STIP Results Our STIP Net Sales and Adjusted EBITDA annual goals are broken out on a quarterly basis for purposes of calculating the quarterly STIP payments. To determine payouts, the Company measures performance on both a quarterly and an annual basis. Each quarterly payment is “capped” at 100% of target, amounts that exceed the quarterly cap are subject to a year-end “true-up”. This design was implemented to further enhance the motivational effect of the STIP and provide a continual incentive to improve performance throughout the year and to align to the Company’s annual operating plan and reflect the planned seasonality of our business and operations. Achievement of performance goals is calculated on the basis of straight-line interpolation between the threshold, target and maximum bonus opportunities for each applicable metric underlying the performance goal. Quarterly and annual achievement under the STIP can range from 0% to 200%, based on Company performance; however, any payment made under the STIP with respect to each quarter is capped at 100% of the quarterly target incentive, with amounts in excess of the cap, up to 200%, payable with the annual payout. The targeted cumulative Adjusted EBITDA metric also serves as a trigger as CPI must achieve the overall Adjusted EBITDA threshold performance in order for any year-end STIP payments to fund. Based on Company performance in 2025, our STIP paid out at 80% of target, primarily due to strong Net Sales performance.
Long-Term Incentives
Long-Term Incentives Together with STIP awards, the LTIP awards are designed to balance the achievement of critical near-term performance objectives with long-term strategic goals and the retention of our high performing executive team. We believe such awards also allow us to continue to recruit top-level talent and align compensation with stockholder value, all of which incentivize our executive team to continue improving our business. Generally, LTIP awards granted by the Company are subject to various conditions, including the executive’s continued service to the Company, time-based vesting conditions, and acceleration of vesting in the event of the executive’s death, termination due to disability, retirement or in connection with a change in control of the Company. In 2025, the LTIP plan design remained the same as in 2024, moving the focus away from time-based awards and including a performance-based component to incentivize and align executive performance with key financial metrics beyond stock price alone. Throughout 2025, the Compensation Committee granted RSUs on a quarterly basis under the Omnibus Incentive Plan to select employees of the Company, including the NEOs, valued at 67% of the annual LTIP target, which vest ratably over three years beginning on the first anniversary of the grant date. PCAs, valued at 33% of the annual LTIP target and settled in cash, were awarded to select employees of the Company, including the NEOs, on the last business day of March 2025, with a two-year performance period from January 1, 2025 through December 31, 2026. This award is tied to the Company achieving the midpoint, or P50, of Relative TSR as well as achieving the target Cumulative Free Cash Flow goal established by the Compensation Committee for each fiscal year over the performance period. Because vesting of the PCAs is tied to the Company’s Relative TSR performance, these awards are considered to be stock-based compensation under Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). In accordance with ASC 718, the 2025 PCAs did not have a grant date fair value for accounting purposes in 2025 because the cumulative performance targets for the Cumulative Free Cash Flow metric were not established in 2025. Thus, the value of these awards is excluded from the 2025 Summary Compensation Table and in accordance with SEC disclosure rules, will be reflected as 2026 compensation in the 2026 Summary Compensation Table. In accordance with ASC 718, the grant date fair value of the 2024 PCAs is included in the 2025 Summary Compensation Table because the cumulative performance targets for the Cumulative Free Cash Flow metric were established in 2025. Target PCA opportunity for the NEOs awarded in 2025 and expected to be paid in 2027, assuming achievement of the applicable performance metrics and continued service through the payment date, were as follows:
Long-Term Incentives
| Named Executive Officer | Target PCA Opportunity | | John Lowe | $825,000 | | Jeffrey Hochstadt | $189,790 | | Toni Thompson | $108,900 |
Long-Term Incentives
The following table sets forth the details of the RSUs and PCAs granted to our NEOs in 2025 for purposes of ASC 718:
Long-Term Incentives
| | | | | PCA Grant | | | | # RSUs | RSU Grant Date | Date Fair | | Named Executive Officer | Grant Date | Granted(1) | Fair Value | Value(2) | | John Lowe | 2/27/2025 | — | $— | $949,080 | | John Lowe | 3/31/2025 | 14,375 | 419,319 | — | | John Lowe | 5/30/2025 | 18,669 | 415,572 | — | | John Lowe | 8/29/2025 | 26,106 | 406,731 | — | | John Lowe | 11/28/2025 | 31,180 | 421,242 | — | | Jeffrey Hochstadt | 2/27/2025 | — | $— | $238,694 | | Jeffrey Hochstadt | 3/31/2025 | 3,306 | 96,436 | — | | Jeffrey Hochstadt | 5/30/2025 | 4,294 | 95,584 | — | | Jeffrey Hochstadt | 8/29/2025 | 6,005 | 93,558 | — | | Jeffrey Hochstadt | 11/28/2025 | 7,172 | 96,894 | — | | Toni Thompson | 2/27/2025 | — | $— | $105,348 | | Toni Thompson | 3/31/2025 | 1,897 | 55,335 | — | | Toni Thompson | 5/30/2025 | 2,464 | 54,849 | — | | Toni Thompson | 8/29/2025 | 3,446 | 53,689 | — | | Toni Thompson | 11/28/2025 | 4,115 | 55,594 | — |
Long-Term Incentives
| (1) The RSUs vest 33.4% on the first anniversary of the grant date, 33.3% on the second anniversary of the grant date and 33.3% on the third anniversary of the grant date, subject to the NEO’s continued employment through the applicable vesting date or as otherwise provided in the underlying award agreement or the applicable NEO’s employment agreement. The RSUs are stock-settled awards. |
Long-Term Incentives
| (2) This column represents the 2024 PCAs that vest at the end of the two-year performance period from the award date and are settled in cash, for which the grant date fair value was recognized in 2025 in accordance with ASC 718 as a result of the establishment in 2025 of the cumulative performance targets for the Cumulative Free Cash Flow metric. The grant date fair value is calculated using a Monte Carlo Simulation as of the grant date. |
Termination or Change in Control
Termination or Change in Control Pursuant to their respective employment or post-termination arrangements, each of our NEOs may be entitled to certain payments and benefits in certain termination situations or upon a change in control. We believe that our severance arrangements would help facilitate an orderly transition in the event of changes in management.
2025 Summary Compensation Table
2025 Summary Compensation Table The 2025 Summary Compensation Table discloses the compensation information for fiscal year 2025 and, to the extent required by applicable SEC disclosure rules, fiscal year 2024, for the NEOs.
2025 Summary Compensation Table
| | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | | | | | | | Incentive Plan | Compensation | All Other | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards | Compensation (2) | Earnings | Compensation(3) | Total | | Named Executive Officers | | | | | | | | | | | John Lowe, President, Chief Executive Officer and Director | 2025 | $648,365 | $— | $2,611,944 | $— | $520,000 | $— | $14,000 | $3,794,309 | | | 2024 | $621,154 | $— | $3,102,679 | $— | $783,125 | $— | $38,541 | $4,545,499 | | Jeffrey Hochstadt, Former Chief Financial Officer | 2025 | $440,888 | $— | $621,166 | $— | $291,200 | $— | $12,411 | $1,365,665 | | | 2024 | $423,942 | $— | $371,713 | $— | $438,550 | $— | $9,281 | $1,243,486 | | Toni Thompson, Chief Operating Officer | 2025 | $484,792 | $— | $324,815 | $— | $244,800 | $— | $14,000 | $1,068,407 | | | 2024 | $464,455 | $— | $193,585 | $— | $356,541 | $— | $13,953 | $1,028,534 |
2025 Summary Compensation Table
| (1) The amounts reported in this column for 2025 represent the grant date fair value of the 2025 RSU awards and 2024 PCAs, and for 2024 represent the grant date fair value of the 2024 RSU awards (and, in the case of Mr. Lowe, 2024 PSU Award), as calculated in accordance with FASB Topic 718. The amount included in the Stock Awards column for Mr. Lowe’s 2024 PSU award is calculated based on the probable satisfaction of the performance conditions for such award as of the date of grant. Under FASB ASC Topic 718, the vesting condition related to Mr. Lowe’s 2024 PSU award is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for the 2024 PSUs that could be calculated and disclosed based on achievement of the underlying market condition. Because vesting of the 2024 and 2025 PCAs is tied to the Company’s Relative TSR performance, these awards are considered to be stock-based compensation under ASC 718. In accordance with ASC 718, the 2024 PCAs had a grant date fair value for accounting purposes in 2025 because the cumulative performance targets for the Cumulative Free Cash Flow metric were established in 2025. In accordance with ASC 718, the 2025 PCAs did not have a grant date fair value for accounting purposes in 2025 because the cumulative performance targets for the Cumulative Free Cash Flow metric were not established in 2025, and therefore, the value of the 2025 PCAs is excluded from the 2025 Summary Compensation Table and, in accordance with SEC disclosure rules, will be reflected as 2026 compensation in the 2026 Summary Compensation Table. See Note 16 of the Company’s audited consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the relevant assumptions used in calculating these amounts. |
2025 Summary Compensation Table
| (2) Represents performance-based bonuses earned under the Company’s STIP for the applicable year. Please see the section entitled “Elements of the 2025 Executive Compensation Program — Short-Term Incentives” above for further information regarding the 2025 STIP. |
2025 Summary Compensation Table
| (3) All Other Compensation represents: (1) employer matching contributions under the 401(k) Plan that the Company made in 2025 and 2024, (2) with respect to Mr. Lowe in 2024, reimbursement for attorney fees in connection with the negotiation of his employment agreement, and (3) with respect to Ms. Thompson in 2024, a home office stipend. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The Outstanding Equity Awards at 2025 Fiscal Year-End Table discloses the outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | | | | Number of | Number of | | | | | | Equity Incentive | Equity Incentive | | | | Securities | Securities | | | | Number of | Value of | Plan Awards: | Plan Awards: | | | | Underlying | Underlying | | | | Shares of | Shares of | Number of Unearned | Market or Payout Value | | | | Unexercised | Unexercised | Option | | | Stock that | Stock that | Shares, Units, or | Of Unearned Shares, Units | | | | Options | Options | Exercise | Option | Grant Date | Have Not | Have Not | Other Rights That | or Other Rights That | | | Grant Date | (Exercisable) (1) | (Unexercisable) (2) | Price | Expiration | For Stock | Vested (3) | Vested (4) | Have Not Vested | Have Not Vested (6) | | Name | For Options | (#) | (#) | ($) | Date | Awards | (#) | ($) | (#) | ($) | | John Lowe | 7/2/2018 | 75,000 | — | $1.98 | 7/2/2028 | — | — | $— | — | $— | | | 9/21/2021 | 7,885 | — | 29.62 | 9/21/2028 | — | — | — | — | — | | | 10/5/2021 | 253 | — | 30.53 | 10/5/2028 | — | — | — | — | — | | | 3/31/2023 | 603 | — | 45.01 | 3/31/2030 | — | — | — | — | — | | | 5/31/2023 | 1,021 | — | 26.61 | 5/31/2030 | — | — | — | — | — | | | — | — | — | — | — | 6/9/2023 | 3,401 | 49,927 | — | — | | | 8/31/2023 | 1,302 | — | 20.67 | 8/31/2030 | 8/31/2023 | 3,955 | 58,059 | — | — | | | 11/30/2023 | 1,516 | — | 17.79 | 11/30/2030 | 11/30/2023 | 5,650 | 82,942 | — | — | | | — | — | — | — | — | 1/25/2024 | 40,000(7) | 587,200 | 60,000(5) | 880,800 | | | — | — | — | — | — | 3/29/2024 | 12,938 | 189,930 | — | — | | | — | — | — | — | — | 5/31/2024 | 9,530 | 139,900 | — | — | | | — | — | — | — | — | 8/30/2024 | 8,260 | 121,257 | — | — | | | — | — | — | — | — | 11/29/2024 | 8,122 | 119,231 | — | — | | | — | — | — | — | — | 2/27/2024 | — | 805,200(8) | — | — | | | — | — | — | — | — | 2/27/2025 | — | — | — | 825,000(9) | | | — | — | — | — | — | 3/31/2025 | 14,375 | 211,025 | — | — | | | — | — | — | — | — | 5/30/2025 | 18,669 | 274,061 | — | — | | | — | — | — | — | — | 8/29/2025 | 26,106 | 383,236 | — | — | | | — | — | — | — | — | 11/28/2025 | 31,180 | 457,722 | — | — | | Jeffrey Hochstadt | 5/15/2023 | 3,776 | — | $27.04 | 5/15/2030 | — | — | $— | — | $— | | | 5/31/2023 | 956 | — | 26.61 | 5/31/2030 | — | — | — | — | — | | | — | — | — | — | — | 6/9/2023 | 2,123 | 31,166 | — | — | | | 8/31/2023 | 1,219 | — | 20.67 | 8/31/2030 | 8/31/2023 | 2,468 | 36,230 | — | — | | | 11/30/2023 | 1,420 | — | 17.79 | 11/30/2030 | 11/30/2023 | 3,526 | 51,762 | — | — | | | — | — | — | — | — | 3/29/2024 | 3,252 | 47,739 | — | — | | | — | — | — | — | — | 5/31/2024 | 2,396 | 35,173 | — | — | | | — | — | — | — | — | 8/30/2024 | 2,076 | 30,476 | — | — | | | — | — | — | — | — | 11/29/2024 | 2,042 | 29,977 | — | — | | | — | — | — | — | — | 2/27/2024 | — | 202,508(8) | — | — | | | — | — | — | — | — | 2/27/2025 | — | — | — | 189,790(9) | | | — | — | — | — | — | 3/31/2025 | 3,306 | 48,532 | — | — | | | — | — | — | — | — | 5/30/2025 | 4,294 | 63,036 | — | — | | | — | — | — | — | — | 8/29/2025 | 6,005 | 88,153 | — | — | | | — | — | — | — | — | 11/28/2025 | 7,172 | 105,285 | — | — | | Toni Thompson | 8/31/2023 | 3,414 | — | $20.67 | 8/31/2030 | — | — | $— | — | $— | | | 11/30/2023 | 994 | — | 17.79 | 11/30/2030 | — | — | — | — | — | | | — | — | — | — | — | 3/29/2024 | 1,434 | 21,051 | — | — | | | — | — | — | — | — | 5/31/2024 | 1,056 | 15,502 | — | — | | | — | — | — | — | — | 8/30/2024 | 1,238 | 18,174 | — | — | | | — | — | — | — | — | 11/29/2024 | 1,216 | 17,851 | — | — | | | — | — | — | — | — | 2/27/2024 | — | 89,377(8) | — | — | | | — | — | — | — | — | 2/27/2025 | — | — | — | 108,900(9) | | | — | — | — | — | — | 3/31/2025 | 1,897 | 27,848 | — | — | | | — | — | — | — | — | 5/30/2025 | 2,464 | 36,172 | — | — | | | — | — | — | — | — | 8/29/2025 | 3,446 | 50,587 | — | — | | | — | — | — | — | — | 11/28/2025 | 4,115 | 60,408 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) This column includes non-qualified stock options (“Options”) that have vested and have not been exercised. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) This column includes remaining Options that have not vested as of December 31, 2025. Options generally vest in equal annual installments over a two-year period beginning on the first anniversary of the grant date, subject to continued service through such date or as otherwise provided for in the applicable award agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Except as otherwise indicated, this column includes unvested RSUs. Except where otherwise indicated, RSUs generally vest in equal annual installments over a three-year period beginning on the first anniversary of the grant date, subject to continued service through such date or as otherwise provided for in the applicable award agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) This column represents the market value of unvested RSUs, which is based on the $14.68 closing price of a share of our Common Stock on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) This column represents unvested PSUs granted to Mr. Lowe on January 25, 2024, which will be earned in equal one-third increments upon the attainment of the rolling weighted average closing price of the Company’s Common Stock equaling or exceeding each of $35.00, $50.00 and $65.00, in each case, for at least 90 consecutive trading days (each, a “Stock Price Hurdle”) during a five-year performance period commencing on the grant date and continued service through the four-year anniversary of the grant date, or as otherwise provided for in the applicable award agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) This column represents the market value of unvested PSUs and PCAs that remain subject to performance-vesting conditions as of December 31, 2025, which is based on the $14.68 closing price of a share of our Common Stock on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Represents unvested RSUs which vest 100% on the fourth anniversary of the grant date, subject to continued service through such date or as otherwise provided for in the applicable award agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Represents the dollar value of 2024 PCAs deemed earned based on achievement of performance-vesting conditions as of December 31, 2025, which remained subject the applicable NEO’s continued service through the payment date in March 2026. The grant date set forth in the table above represents the date of approval of the 2024 PCAs, which differs from the later grant date established for purposes of ASC 718 as a result of certain performance targets being established in the subsequent fiscal year. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) Represents the dollar value of 2025 PCAs based on target achievement of performance-vesting conditions. Please see the section entitled “Elements of the 2025 Executive Compensation Program — Long-Term Incentives” above for further information regarding the vesting conditions applicable to the 2025 PCAs. The grant date set forth in the table above represents the date of approval of the 2025 PCAs, which differs from the later grant date established for purposes of ASC 718 as a result of certain performance targets being established in the subsequent fiscal year. |
Pay vs. Performance
Pay vs. Performance
Pay vs. Performance
| | Summary | Summary | Compensation | Compensation | Average Summary | | Value of Initial | | | | Compensation | Compensation | Actually | Actually | Compensation Table Total | Average Compensation | Fixed $100 Investment | | | | Table Total for | Table Total for | Paid to | Paid to | Table Total for | Actually Paid | Based On: Total | Net Income | | Year (1) | Lowe ($) (2) | Scheirman ($) (2) | Lowe ($) (3) | Scheirman ($) (3) | Non-PEO NEOs ($) (2) | for Non-PEO NEOs ($) (3) | Shareholder Return ($) (4) | (in thousands) ($) | | 2025 | 3,794,309 | - | 403,598 | - | 1,217,036 | 781,832 | 41 | 14,950 | | 2024 | 4,545,499 | 5,236,584 | 6,422,375 | 7,136,835 | 1,108,340 | 1,240,891 | 83 | 19,521 | | 2023 | - | 6,072,567 | - | 5,292,252 | 1,663,181 | 1,489,262 | 53 | 23,985 |
Pay vs. Performance
| (1) The principal executive officers (“PEOs”) and other NEOs for the applicable years were as follows: |
Pay vs. Performance
2025: John Lowe served as the Company’s PEO, and Jeff Hochstadt and Toni Thompson served as NEOs, for the entirety of 2025. 2024: John Lowe served as the Company’s PEO beginning January 25, 2024 and Scott Scheirman served as the Company’s PEO through his January 25, 2024 retirement. The Company’s other NEOs during 2024 were: Jeff Hochstadt, Toni Thompson, Lane Dubin and Sarah Kilgore. 2023: Scott Scheirman served as the Company’s PEO, and Lane Dubin and John Lowe served as NEOs, for the entirety of 2023.
Pay vs. Performance
| (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Lowe and Mr. Scheirman, as applicable, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year in the case of the other NEOs, including Mr. Lowe for 2023. |
Pay vs. Performance
| (3) To calculate “Compensation Actually Paid” (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Lowe, Mr. Scheirman and for the average of the other NEOs is set forth following the footnotes to this table.* |
Pay vs. Performance
| (4) Pursuant to rules of the SEC, the calculation assumes $100 was invested on December 31, 2022 in our Common Stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
Pay vs. Performance
*Compensation Actually Paid Adjustments (see FN 3 above)
Pay vs. Performance
| | | Minus | Plus | Plus (Minus) | Plus | Plus (Minus) | Minus | Plus | Minus | Equals | | | | | | | | Change in Fair | | | | | | | | | | | | Value as of | Fair Value as | | | | | | | | | | | Vesting Date of | of Prior Fiscal | | | | | | | | Fair Value at | | | Stock Option and | Year-End of | | | | | | | | Fiscal Year-End | Change in Fair | Fair Value at | Stock Awards | Stock Option and | Changes in | | | | | | Grant Date | of Outstanding | Value of | Vesting of Stock | Granted in | Stock Awards | Fair Value to | | | | | | Fair Value of | and Unvested | Outstanding and | Option and Stock | Prior Fiscal Years | Granted in Prior | Reflect Excess | | | | | | Stock Option | Stock Option | Unvested Stock | Awards Granted | for which Applicable | Fiscal Years that | Fair Value | Awards Made in | | | | | and Stock | and Stock | Option and Stock | in Fiscal Year | Vesting Conditions | Failed to Meet | Resulting from | Prior Fiscal Years | | | | Summary | Awards Granted | Awards Granted | Awards Granted | that Vested | Were Satisfied | Applicable Vesting | Modifications to | that were Forfeited | | | | Compensation Table | in Fiscal | in Fiscal | in Prior Fiscal | During Fiscal | During Fiscal | Conditions During | Stock Option and | During Current | Compensation | | Year | Total ($) (a) | Year ($) (b) | Year ($) (c) | Years ($) (d) | Year ($) (e) | Year ($) (f) | Fiscal Year ($) (g) | Stock Awards ($) (h) | Fiscal Year ($) | Actually Paid ($) | | PEO(i) | | | | | | | | | | | | 2025 | 3,794,309 | (2,611,944) | 1,326,044 | (2,498,330) | 805,200 | (411,681) | - | - | - | 403,598 | | 2024 | 4,545,499 | (3,102,679) | 4,450,139 | 334,506 | - | 194,910 | - | - | - | 6,422,375 | | 2023 | - | - | - | - | - | - | - | - | - | - | | Scott Scheirman(i) | | | | | | | | | | | | 2025 | - | - | - | - | - | - | - | - | - | - | | 2024 | 5,236,584 | - | - | 920,077 | - | 980,174 | - | - | - | 7,136,835 | | 2023 | 6,072,567 | (4,682,037) | 3,421,712 | - | - | (350,800) | - | 830,810 | - | 5,292,252 | | Average Other NEOs(i) | | | | | | | | | | | | 2025 | 1,217,036 | (472,991) | 240,011 | (173,600) | 145,943 | (174,567) | - | - | - | 781,832 | | 2024 | 1,108,340 | (239,203) | 188,815 | 130,325 | - | 96,271 | - | 80,844 | (124,501) | 1,240,891 | | 2023 | 1,663,181 | (897,743) | 814,865 | - | - | (91,041) | - | - | - | 1,489,262 |
Pay vs. Performance
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |
Pay vs. Performance
| (b) Represents the grant date fair value of the Option awards and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay vs. Performance
| (c) Represents the fair value at fiscal year-end of the Option awards and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay vs. Performance
| (d) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
Pay vs. Performance
| (e) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay vs. Performance
| (f) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay vs. Performance
| (g) Represents the fair value as of the last day of the prior fiscal year of the Option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay vs. Performance
| (h) Represents the incremental fair value associated with the modification of Mr. Scheirman’s LTIP awards in 2023 and Ms. Kilgore’s outstanding awards in connection with her separation in 2024. |
Pay vs. Performance
| (i) See footnote 1 above for the PEOs included for each year and the other NEOs included in the average for each year. |
Pay vs. Performance
Relationship Between Pay and Performance We believe the CAP in each of the years reported above and over the three-year cumulative period are generally reflective of the Compensation Committee’s emphasis on “pay-for-performance”; however, certain non-recurring events related to the Company’s leadership transition in 2024 impacted the presentation of Pay and Performance data as demonstrated in the chart below. Generally, the Company expects the CAP amount will align with fluctuating amounts awarded under the STIP tied to the Company’s financial performance. Due to the leadership transition in 2024, which resulted in certain non-recurring compensation decisions, and inclusion of new NEOs who were not previously disclosed, the changes in CAP for the NEOs over the prior three-year period does not necessarily reflect overall Company performance. The CAP for the PEO position in 2024 was impacted by the grants received by Mr. Lowe in connection with his promotion to President and CEO and Mr. Scheirman’s retention payment. In 2023, amounts awarded under the STIP were below target consistent with Company performance, however the CAP for Mr. Scheirman in 2023 was impacted by the treatment of his equity awards pursuant to a retention agreement related to his planned retirement and transition of his CEO duties.