DEF 14A of Amplify Energy Corp., Apr 23, 2026

DEF 14A of Amplify Energy Corp.

Filed Apr 23, 2026 · FY20250001104659-26-047701

Open on EDGAR

  1. DIRECTORS AND DIRECTOR NOMINEES

    DIRECTORS AND DIRECTOR NOMINEES

  2. Directors

    Directors The Board currently is composed of five members: Deborah G. Adams, Clint Coghill, Daniel Furbee, Christopher W. Hamm (Chairman) and Todd R. Snyder. The Nominating and Governance Committee has recommended, and our Board has nominated, Ms. Adams and Messrs. Coghill, Furbee, Hamm and Snyder for election as directors at the Annual Meeting.

  3. Director Nominees

    Director Nominees After the Annual Meeting, assuming the stockholders elect the nominees of the Board as set forth in “Proposal 1 — Election of Directors”, the members of the Board will be:

  4. Director Nominees

    | Name | Age (as of April 23, 2026) | Position with the Company | | Deborah G. Adams | 65 | Director | | Clint Coghill | 54 | Director (Lead Independent Director) | | Daniel Furbee | 43 | Director | | Christopher W. Hamm | 59 | Director (Chairman) | | Todd R. Snyder | 63 | Director |

  5. Director Nominees

    The Company’s directors serve for a one-year term. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Company entitled to vote generally for the election of directors. Set forth below is biographical information for the nominees. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors. Deborah G. Adams has served as a member of the board of directors of Amplify Energy Corp. since April 2022. Ms. Adams has over 35 years of energy industry experience, as a leader with particular focus on health, safety, and sustainability, project management, procurement and transportation. Prior to retirement, Ms. Adams served as Senior Vice President of Health, Safety, and Environmental, Projects and Procurement at Phillips 66 from June 2014 to October 2016. In this role, Ms. Adams oversaw all regulatory affairs and processes, reported directly to the company’s CEO, and regularly presented to the board of directors. She was responsible for improved safety performance across the entire company along with overseeing a number of new facilities projects worth over a billion dollars, all completed on budget and on time. Prior to this role, Ms. Adams held roles of increasing responsibility, including President Transportation and Chief Procurement Officer, at Phillips 66 and predecessor companies since 1983. Ms. Adams previously served on the boards of directors of MRC Global from October 2017 to November 2025, where she served as chair of the board of directors beginning in November 2024, EnLink Midstream from March 2020 to January 2025, and Gulfport Energy from March 2018 to May 2021. She also currently serves on the board of directors of Austin Industries, a privately-held, employee-owned construction company. Ms. Adams previously served her alma mater, Oklahoma State University, as a member of the foundation board of trustees. Ms. Adams also previously served as a member of the Advisory Board for the TriCities Chapter of the National Association of Corporate Directors from May 2021 to May 2025. Ms. Adams holds a B.S. in Chemical Engineering from Oklahoma State University. The Board believes Ms. Adams’ extensive leadership experience in the midstream and downstream businesses, procurement and information systems in the oil and natural gas industry and her health, safety and environmental expertise bring significant value to the Board. Clint Coghill has served as a member of the board of directors and Lead Independent Director of Amplify Energy Corp. since May 2025. Mr. Coghill brings over 30 years of experience as a successful money manager, software entrepreneur, and philanthropist. Mr. Coghill is the Founder of Backstop Solutions Group, LLC, an industry-leading service company redefining the way firms operate in private markets and reshaping the institutional investment industry. From 2003 to 2021, Mr. Coghill served as Chairman of the board of directors and Chief Executive Officer of Backstop Solutions Group, LLC from 2013 until its sale to ION Analytics in 2021 where he then was the Head of the Investor Segment until early 2025. Prior to that, he served as President and Chief Investment Officer of Coghill Capital Management, LLC. Mr. Coghill currently serves as the chairman of the board of the Coghill Family Foundation and serves on the board of directors of New Moly, LLC. Mr. Coghill holds a B.A. in Business Administration from the University of Arizona and an M.B.A. from the London Business School. The Board believes Mr. Coghill’s business background and investment experience bring significant value to the Board. Daniel Furbee has served as Chief Executive Officer and a member of the board of directors of Amplify Energy Corp. since July 2025. Mr. Furbee previously served as Senior Vice President and Chief Operating Officer of Amplify Energy Corp. from March 2023 to July 2025. Prior to joining Amplify, Mr. Furbee served as a partner at Sentinel Petroleum from February 2022 to March 2023, as an independent advisor for various companies from January 2021 to January 2022, as the Executive Vice President and Chief Operating Officer of Riviera Resources, Inc. from August 2018 to December 2020, as Linn Energy Inc.’s Vice President of Asset and Business Development from March 2018 to August 2018 and as Vice President of Business Development and Asset Development for Sanchez Energy Corporation from September 2013 to February 2018. From 2005 to August 2013, Mr. Furbee served in various engineering roles of increasing responsibilities at Linn Energy, LLC. Mr. Furbee holds a Bachelor of Science in Petroleum Engineering from Marietta College and a Master of Business Administration from the University of Houston. Mr. Furbee is also a Professional Engineer registered with the State of Texas. The Board believes Mr. Furbee’s experience in the oil and natural gas industry and intimate familiarity with the Company bring significant value to the Board. Christopher W. Hamm has served as the Chairman of the board of directors of Amplify Energy Corp. since January 2021. He previously served as the Company’s Lead Director since April 2020, until his appointment as Chairman, and has served as a member of the board of directors of the Company since August 6, 2019. Mr. Hamm previously served as a member of the board of directors of Amplify Energy Corp. from its inception in May 2017 until the closing of the merger with Midstates Petroleum Company, Inc. in August 2019. Mr. Hamm has spent the majority of his 35-year career as a founder, CEO, professional investor, advisor and director of both public and private organizations. He is currently Chairman & CEO of Axys Capital, an institutional investment advisor and manager he founded in 2009, and CEO of Axys Data, a fintech company he founded in 2001. Mr. Hamm founded, and was Chairman, CEO and CIO of Memorial Investment Advisors, a registered investment advisor, and Memorial Funds, an institutional multi-fund registered investment company, where he served as Chairman and CEO. Prior to founding his own firms, Mr. Hamm served as Executive Director — Institutional Services at CIBC Oppenheimer, Senior Vice President — Capital Markets at PaineWebber, and Vice President — Taxable Fixed Income at Howard Weil Labouisse & Friederichs. The Board believes Mr. Hamm’s extensive investment experience and intimate familiarity with the Company bring significant value to the Board. Todd R. Snyder has served as a member of the board of directors of Amplify Energy Corp. since October 2016. Mr. Snyder is a managing director and global head of the Piper Sandler restructuring group, TRS Advisors since 2017. Prior to joining Piper Sandler, Mr. Snyder was Chief Executive Officer at TRS Advisors. Before that he was executive vice chairman of Rothschild & Co. and co-head of the North American restructuring advisory business. Previously, he was a managing director in the restructuring and reorganization group at Peter J. Solomon Company. Prior to joining Peter J. Solomon Company, Mr. Snyder was a managing director at KPMG Peat Marwick in the corporate recovery group where he was also national director of the corporate recovery practice for government enterprises (regulated and privatizing industries). Prior to his move to investment banking, he practiced law in the business reorganization department of Weil, Gotshal & Manges LLP. Mr. Snyder was a commissioner of the New York State Gaming Commission and a member of New York State’s financial restructuring board for local governments. He previously served as a director of GenCorp Inc., AMC Financial, Inc. and EcoStim Energy Solutions.

  6. Director Nominees

    Mr. Snyder currently serves as a trustee for non-profit organization BRC (Bowery Residents Committee). Mr. Snyder received a B.A. from Wesleyan University and a J.D. from the University of Pennsylvania Law School. The Board believes that Mr. Snyder’s extensive financial expertise and experience in representing public and private companies in complex financial transactions bring important experience and skill to the Board.

  7. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table includes the compensation earned by our NEOs for the fiscal years ended December 31, 2025 and 2024.

  8. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Daniel Furbee Chief Executive Officer | 2025 | 430,457 | 49,019 | 1,038,349 | 359,473 | 21,000 | 1,898,298 | | | 2024 | 397,046 | 16,000 | 684,172 | 320,000 | 20,700 | 1,437,918 | | James Frew(6) President & Chief Financial Officer | 2025 | 408,057 | 46,547 | 634,418 | 341,344 | 21,000 | 1,451,366 | | Eric M. Willis Senior Vice President, General Counsel & Corporate Secretary | 2025 | 408,057 | 46,547 | 634,418 | 341,344 | 21,000 | 1,451,366 | | | 2024 | 378,380 | 200,750 | 746,644 | 264,992 | 20,700 | 1,611,466 | | Martyn Willsher Former President and Chief Executive Officer | 2025 | 542,000 | — | 1,657,665 | — | 1,745,042 | 3,944,707 | | | 2024 | 539,885 | 27,040 | 1,355,922 | 540,800 | 20,700 | 2,484,347 |

  9. 2025 Summary Compensation Table

    (1) The amounts in this column represent the base salary earned by each of our NEOs in the applicable fiscal year. From the CEO Transition Date through December 31, 2025, Mr. Willsher continued to receive base salary payments of his annual base salary ($208,000 in aggregate), which payments were deducted from his cash severance benefits. (2) The amounts in this column represent, for fiscal year 2025, a discretionary cash incentive bonus awarded to each of our NEOs in respect of fiscal year 2025. See the section below titled “Annual Incentive Bonuses” for more information on such bonuses. The amounts in this column represent the aggregate grant date fair value of the stock awards granted to our NEOs in the applicable fiscal year, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) Topic 718, but excluding any impact of estimated forfeiture rates. For fiscal year 2025, our NEOs received an annual grant under the EIP (as defined below) of restricted stock units with both performance- and service-based vesting conditions (“PSUs”) and restricted stock units with only service-based vesting conditions (“RSUs”). For fiscal year 2025, this number also includes, for Mr. Furbee, the one-time PSU award he received in connection with his appointment to Chief Executive Officer. The amounts reported in this column in respect of the PSU awards granted to our NEOs reflect the Company’s determination of the probable outcome of the performance-vesting conditions. Assuming maximum performance for the PSU awards granted to our NEOs in fiscal year 2025, the grant date fair value included in this column for Messrs. Willsher, Furbee, Frew and Willis would be equal to approximately $2,502,849, $1,498,866, $721,976 and $721,976, respectively. See the section below titled “Long-Term Incentive Compensation” for more information. The amounts in this column reflect the annual incentive bonuses paid in cash to each NEO pursuant to our annual incentive bonus program based on the achievement of the applicable performance conditions. See the section below titled “Annual Incentive Bonuses” for more information. (5) For each NEO other than Mr. Willsher, amounts in this column reflect, for fiscal year 2025, Company contributions to the Company’s 401(k) plan. For Mr. Willsher, the amount in this column for fiscal year 2025 reflects (i) $21,000 with respect to Company contributions to the Company’s 401(k) plan, and (ii) $812,765 with respect to the acceleration value of Mr. Willsher’s accelerated equity awards in connection with his termination. Following Mr. Willsher’s termination on December 31, 2025, subject to his execution and non-revocation and a general release of claims and continued compliance with his restrictive covenants, Mr. Willsher is also entitled to (A) a lump sum cash payment equal to $315,467, which reflects his pro-rated annual bonus through August 1, 2025, (B) a lump sum cash severance payment equal to $873,600, (C) continued healthcare coverage under the Company’s plan during the 12-month period following his termination date (which equals $29,138 in the aggregate) and (D) a lump sum cash payment equal to $40,734 related to accrued but unused paid time off. (6) James Frew was not an NEO in fiscal year 2024.

  10. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025.

  11. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Daniel Furbee | 2/1/2025(2) | — | — | 27,052 | 123,628 | | | 2/1/2025(4) | 54,104 | 247,255 | | | | | 7/22/2025(5) | — | — | 50,000 | 228,500 | | | 2/1/2024(2) | — | — | 44,805 | 204,759 | | | 2/1/2024(4) | 29,870 | 136,506 | — | — | | | 4/1/2023(3) | — | — | 55,829 | 255,139 | | | 4/1/2023(4) | 18,610 | 85,048 | — | — | | James Frew | 2/1/2025(2) | — | — | 25,602 | 117,001 | | | 2/1/2025(4) | 51,204 | 234,002 | | | | | 2/1/2024(2) | — | — | 44,805 | 204,759 | | | 2/1/2024(4) | 29,870 | 136,506 | | | | | 4/17/2023(3) | — | — | 55,829 | 255,139 | | | 4/17/2023(4) | 18,610 | 85,048 | — | — | | Eric M. Willis | 2/1/2025(2) | — | — | 25,602 | 117,001 | | | 2/1/2025(4) | 51,204 | 234,002 | | | | | 2/1/2024(2) | — | — | 44,805 | 204,759 | | | 2/1/2024(4) | 36,709 | 167,760 | | | | | 2/1/2023(3) | — | — | 29,462 | 134,641 | | | 2/1/2023(4) | 9,821 | 44,882 | — | — | | Martyn Willsher(6) | — | — | — | — | — |

  12. Outstanding Equity Awards at 2025 Fiscal Year-End

    Amounts reported in this column are based on the fair market value of our Common Stock as of December 31, 2025, the last day of fiscal year 2025 (i.e., $4.57 per share). (2) Reflects PSUs that were granted to our NEOs under the EIP, and cliff vest pursuant to the Company’s achievement of certain performance goals over a three-year performance period, subject to the holder’s continued employment by the Company through the settlement date. As of December 31, 2025, the Company’s achievement of the performance goals was at (i) 55% of target for PSU awards granted in fiscal year 2024 and (ii) 0% of target for PSU awards granted in fiscal year 2025. Accordingly, the number of PSUs reported in the table reflect amounts based on target performance (100% of target) for the 2024 PSU awards and threshold performance (50% of target) for the 2025 PSU awards. (3) Reflects PSUs that were granted to our NEOs under the EIP, and cliff vest pursuant to the Company’s achievement of certain performance goals over a three-year performance period, subject to the holder’s continued employment by the Company through the settlement date. In January 2026, the Compensation Committee certified the level of performance achievement with respect to the PSU awards relating to the performance period ended December 31, 2025. Accordingly, such PSU awards are reported based on actual achievement, which was 100% of target. (4) Reflects RSUs that were granted to our NEOs under the EIP. These RSUs vest in substantially equal installments on each of the first three anniversaries of the grant date, so long as the holder remains employed by the Company through the applicable vesting date. Reflects the one-time PSUs granted to Mr. Furbee in connection with his appointment to Chief Executive Officer, and cliff vest pursuant to the Company’s achievement of certain performance goals during the performance period beginning on July 22, 2025 and ending on March 31, 2028, subject to Mr. Furbee’s continued employment by the Company through the settlement date. As of December 31, 2025, the Company’s achievement of the performance goals was at 0% of target. Accordingly, the number of PSUs reported in the table reflect amounts based on threshold performance (50% of target). Mr. Willsher did not hold any outstanding equity awards as of December 31, 2025 following his termination.

  13. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The following table sets forth information concerning the payments to be made to each of our NEOs in connection with a change of control or termination of employment, presuming a termination or change of control date of December 31, 2025 and the fair market value of a share of Common Stock on December 31, 2025 ($4.57 per share). The below table only includes information for employment termination or change of control events that trigger vesting or severance-related payments and assumes that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims. The precise amount that each of our NEOs would receive cannot be determined with any certainty until a change of control has occurred. Mr. Willsher is not included in the table below, as the payments and benefits he received in connection with his termination of employment with the Company, effective as of December 31, 2025, are set forth below in the section titled “Potential Payments upon Termination or Change of Control — Severance Benefits under the Transition and Separation Agreement.”

  14. Potential Payments upon Termination or Change of Control

    | Name | Involuntary Termination (Non-Change in Control) ($)(1)(2)(6)(7) | Termination upon Death or Disability ($)(3) | Involuntary Termination in Connection with a Change in Control ($)(4)(5)(7) | | Daniel Furbee | | | | | Cash Severance | 1,316,252 | 408,492 | 2,133,236 | | Accelerated Equity Compensation | 1,358,666 | 1,018,581 | 1,632,962 | | Health and Welfare Benefits | 29,103 | — | 29,103 | | Total | 2,704,021 | 1,427,073 | 3,795,301 | | James Frew | | | | | Cash Severance | 1,699,871 | 387,891 | 2,475,653 | | Accelerated Equity Compensation | 886,201 | 925,202 | 1,149,456 | | Health and Welfare Benefits | 29,103 | — | 29,103 | | Total | 2,615,175 | 1,313,093 | 3,654,212 | | Eric M. Willis | | | | | Cash Severance | 1,699,871 | 387,891 | 2,475,653 | | Accelerated Equity Compensation | 756,791 | 795,792 | 1,020,046 | | Health and Welfare Benefits | 8,919 | — | 8,919 | | Total | 2,465,581 | 1,183,683 | 3,504,618 |

  15. Potential Payments upon Termination or Change of Control

    (1) If Messrs. Furbee, Frew and Willis experience a Good Leaver Termination (as defined below) (not in connection with a change in control) described below, then subject to the NEO’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) the Prior Year Bonus (as defined below), if any, (ii) the Pro Rata Bonus Amount (as defined below), if any, (iii) an amount equal to two times the annual base salary as in effect on the day before the termination date, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage. Accelerated Equity Compensation amounts reflect market value of outstanding RSUs and annual PSUs, which would become vested in connection with a Good Leaver Termination. In the event of a Good Leaver Termination, subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, any unvested RSUs will fully vest and a pro-rata portion of any unvested annual PSUs will vest based on actual performance through the date of such termination. The values included in the table for the pro-rata portion of unvested annual PSUs reflect 100% of target for the 2023 PSUs, 100% of target for the 2024 PSUs, 50% of target for the 2025 PSUs. If an NEO’s employment is terminated by us while the NEO is disabled, or if the NEO’s employment terminates as a result of the NEO’s death, subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, as applicable, each NEO is entitled to (i) the Prior Year Bonus and (ii) the Pro Rata Bonus Amount. In addition, the amounts in this column reflect the market value of outstanding annual RSUs and annual PSUs granted in 2025 and, with respect to Mr. Furbee, Mr. Furbee’s one-time PSUs, that would become vested in connection with a termination due to an NEO’s disability or death. Subject to the NEO’s (or the NEO’s estate, as applicable) execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants (except for termination due to death), any unvested annual RSUs granted in 2025 will fully vest and a pro-rata portion of the target annual PSUs granted in 2025 and the target one-time PSUs granted to Mr. Furbee will vest based on the number of days the NEO was employed during the performance period. (4) If Messrs. Furbee, Frew and Willis experience a Good Leaver Termination within the 18-month period following a change of control (as defined in the Employment Agreement), then subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) the Prior Year Bonus, if any, (ii) the Pro Rata Bonus Amount, if any, (iii) an amount equal to two times the sum of (x) the annual base salary as in effect on the day before the termination date, and (y) the target annual bonus, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage. (5) In the event an NEO experiences a Good Leaver Termination during the 18-month period following a change in control (a “Qualifying CIC Termination”), any unvested RSUs fully vest and each incomplete performance period with respect to unvested PSUs will be deemed to have ended as of the third business day prior to the date of the consummation of such change in control (the “Measurement Date”) and a number of unvested PSUs will vest equal to the greater of (A) the number of PSUs that would vest based on actual performance through the Measurement Date and (B) the number of PSUs that would vest based on target performance, as set forth in the applicable award agreement. In the event an NEO experiences a Qualifying CIC Termination following a change in control occurring December 31, 2025, our NEOs will be entitled to the amounts set forth in “Accelerated Equity Compensation” pursuant to accelerated vesting of their RSUs and PSUs under the applicable award agreements, assuming performance at 100% of target for the 2023 PSUs, 100% of target for the 2024 PSUs, 100% of target for the annual 2025 PSUs, and 100% of target for Mr. Furbee’s one-time PSUs. (6) The Accelerated Equity Compensation amount for Mr. Furbee also includes the market value of his outstanding one-time PSUs granted in connection with his appointment to Chief Executive Officer that would become vested in connection with a Good Leaver Termination. In the event of a Good Leaver Termination, a number of the PSUs will vest on such termination date equal to the greater of (i) the number of PSUs that would vest in accordance with the performance vesting conditions set forth in the One-Time PSU Award Agreement based on actual performance through the date of such termination, and (ii) the target PSUs, subject to Mr. Furbee’s execution and non-revocation of a general release of claims and continued compliance with all applicable restrictive covenants. The value included in the table for the pro-rata portion of the one-time PSUs that would vest upon a Good Leaver Termination reflect 100% of target. (7) The Cash Severance amount for Mr. Frew and Mr. Willis also includes the Frew Special Bonus and Willis Special Bonus, respectively. Severance Benefits under Employment Agreements Under the Employment Agreements, upon any termination of employment with the Company, Messrs. Furbee, Frew and Willis will be entitled to (i) accrued but unpaid base salary through the termination date, (ii) any unreimbursed business expenses incurred through the termination date and (iii) payment of any amounts accrued and vested under any employee benefit plans or programs of the Company, and any payments or benefits required to be made or provided under applicable law (collectively, the “Accrued Amounts”). In the event of a termination of the NEO’s employment with the Company without “cause” (as defined below) or for “good reason” (as defined below) (each, a “Good Leaver Termination”), then in addition to the Accrued Amounts and subject to the NEO’s execution and non-revocation of a release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) any unpaid annual bonus with respect to the calendar year ending on or preceding the termination date, in an amount equal to the annual bonus amount the NEO would have received (if any) had the NEO been employed on the payment date, payable at the same time annual bonuses are paid to actively employed senior executives of the Company (the “Prior Year Bonus”), (ii) a pro rata portion of the target Annual Bonus for the calendar year in which the termination occurs (the “Pro Rata Bonus Amount”), payable in a lump sum within 70 days following the termination date, (iii) an amount equal to two times the NEO’s annual base salary as in effect on the day before the termination date, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage.

  16. Potential Payments upon Termination or Change of Control

    If an NEO’s employment with the Company is terminated due to death or “disability” (as defined in the Employment Agreements), then in addition to the Accrued Amounts and subject to the NEO’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants, as applicable, the NEO is entitled to: (i) the Prior Year Bonus and (ii) the Pro Rata Bonus Amount. In the event of a termination of the NEO’s employment with the Company without “cause” or for “good reason” within the 18-month period following a change of control (as defined in the Employment Agreement), then in addition to the Accrued Amounts and subject to the NEO’s execution and non-revocation of a general release of claims and continued compliance with the restrictive covenants, the NEO will be entitled to: (i) the Prior Year Bonus, if any, (ii) the Pro Rata Bonus Amount, if any, (iii) an amount equal to two times the sum of (x) the NEO’s annual base salary as in effect on the day before the termination date, and (y) the target annual bonus, payable in a lump sum within 70 days following the termination date and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to the NEO’s continued eligibility for COBRA coverage and terminable if the NEO obtains other employment offering group health plan coverage. The Employment Agreements provide for a Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), “best-net” cutback, which would cause an automatic reduction in any payments or benefits the NEOs would receive that constitute parachute payments within the meaning of Section 280G of the Code, in the event such reduction would result in the NEOs receiving greater payments and benefits on an after-tax basis. For purposes of the Employment Agreements, “cause” generally means the occurrence of the NEO’s: (i) conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude, (ii) repeated intoxication by alcohol or drugs during the performance of the NEO’s duties, (iii) embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, (iv) commission of a demonstrable act of fraud, (v) willful and material misrepresentation or concealment on any written reports submitted to the Company or its direct or indirect subsidiaries, (vi) material breach of the Employment Agreement or any other agreement with the Company, (vii) failure to follow or comply with the reasonable, material and lawful written directives of the Board or (viii) conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy that has been provided to the NEO. For purposes of the Employment Agreements, “good reason” generally means the occurrence of any of the following without the NEO’s written consent: (i) a relocation of the NEO’s principal work location to a location in excess of 40 miles from its then current location (provided that, a relocation shall not include: (A) the NEO’s travel for business in the course of performing the NEO’s duties for the Company, (B) the NEO working remotely or (C) the Company requiring the NEO to report to the office within the NEO’s principal place of employment (instead of working remotely)), (ii) a reduction in the NEO’s then current base salary or target annual bonus, or both, (iii) a material breach of any provision of the Employment Agreement by the Company or (iv) any material reduction in the NEO’s title, authority, duties, responsibilities or reporting relationship from those in effect as of the effective date of the Employment Agreement, except to the extent such reduction occurs in connection with the NEO’s termination of employment for “cause” or due to the NEO’s death or disability. Severance Benefits under the Transition and Separation Agreement Pursuant to the Transition and Separation Agreement, subject to Mr. Willsher re-execution and non-revocation of the general release of claims and continued compliance with the restrictive covenants, he received the following payments and benefits in connection with his termination on December 31, 2025, which were consistent with the severance benefits provided upon a termination by the Company without “cause” under the terms of the Willsher Employment Agreement and the applicable award agreements: (i) a lump sum payment equal to his pro-rated annual bonus through August 1, 2025 measured at target performance, (ii) a lump sum payment in an amount equal to the difference between (x) two times Mr. Willsher’s annual base salary as in effect on the day before the CEO Transition Date, and (y) the amount of annual base salary paid to Mr. Willsher during the Transition Period, (iii) continued healthcare coverage under the Company’s plan during the 12-month period following the Termination Date at the same cost to Mr. Willsher as if he were a senior executive of the Company (subject to the terms of the Transition and Separation Agreement), (iv) any unvested RSUs held by Mr. Willsher as of the Termination Date accelerated and vested in full on the Termination Date in accordance with the terms of his award agreements, and (v) a pro rata portion of the PSUs held by Mr. Willsher as of the Termination Date vested on the Termination Date based on actual performance achieved as of the Termination Date in accordance with the terms of his award agreements ((i) through (v), collectively, the “Willsher Severance Benefits”). Mr. Willsher’s payments and benefits pursuant to the Transition and Separation Agreement are quantified in footnote 5 to the Summary Compensation Table. Accelerated Vesting under Award Agreements Pursuant to the applicable RSU award agreement, in the event of a termination of the participant’s service by the Company without “cause” or by the participant for “good reason,” any unvested RSUs will vest. Pursuant to the applicable PSU agreement, in the event of a termination of the participant’s service by the Company without “cause” or by the participant for “good reason,” a pro-rata portion of any unvested PSUs will immediately accelerate and vest based on actual performance through the date of termination. In the event such termination occurs during the 18-month period immediately following a change in control, each incomplete performance period will be deemed to have ended as of the applicable measurement date and a number of unvested PSUs will immediately vest equal to the greater of (A) the number of PSUs that would vest based on actual performance through such measurement date and (B) the number of PSUs that would vest based on target performance (as set forth in the applicable award agreement). The award agreements for the annual RSU and PSU grants in 2025 provide that upon a termination due to death or disability, any unvested annual RSUs granted in 2025 will fully vest and a pro-rata portion of the target annual PSUs granted in 2025 will vest based on the number of days the NEO was employed during the performance period.

  17. Potential Payments upon Termination or Change of Control

    The One-Time PSU Award Agreement provides that in the event Mr. Furbee’s employment is terminated by the Company without “cause” or by Mr. Furbee for “good reason”, a number of the PSUs will vest on such termination date equal to the greater of (i) the number of PSUs that would vest in accordance with the performance vesting conditions based on actual performance through the date of such termination, and (ii) the target PSUs, subject to Mr. Furbee’s execution and non-revocation of a general release of claims and continued compliance with all applicable restrictive covenants. In the event Mr. Furbee’s employment is terminated due to his death or disability, a pro rata portion of the target PSUs will vest based on the number of days Mr. Furbee was employed during the performance period, subject to his or his estate’s, as applicable, execution of a general release of claims.

  18. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between ‘compensation actually paid’ to the Principal Executive Officer of the Company (“PEO”) and to our other non-PEO NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our NEOs during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the section above titled “Narrative Disclosure to Summary Compensation Table.”

  19. Pay Versus Performance

    | Year | Summary Compensation Table Total for Martyn Willsher ($)(1) | Compensation Actually Paid to Martyn Willsher ($)(1)(2) | Summary Compensation Table Total for Daniel Furbee ($)(1) | Compensation Actually Paid to Daniel Furbee ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3)(2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return ($)(4) | Net Income (Loss) (in Thousands) ($)(5) | | 2025 | 3,944,707 | 3,846,709 | 1,898,298 | 1,630,145 | 1,451,366 | 1,384,917 | 76.17 | 43,968 | | 2024 | 2,484,347 | 2,032,137 | | | 1,524,692 | 1,333,584 | 101.18 | 12,946 | | 2023 | 2,401,494 | 995,765 | | | 1,522,280 | 1,255,976 | 67.46 | 392,750 |

  20. Pay Versus Performance

    (1) The names of the PEOs reflected in these columns (i) for fiscal year 2025, are Martyn Willsher and Daniel Furbee, and (ii) for each of the other applicable fiscal years, is Martyn Willsher. (2) In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. (3) The names of each of the non-PEO NEOs reflected in these columns are (i) for fiscal year 2025, James Frew and Eric M. Willis, (ii) for fiscal year 2024, Daniel Furbee and Eric M. Willis, and (ii) for fiscal year 2023, James Frew and Daniel Furbee. (4) The Company TSR reflected in this column for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. (5) Represents the amount of net income (loss) reflected in the Company’s audited financial statements according to the generally accepted accounting principles in the United States, or GAAP, for each applicable fiscal year. (6) For fiscal year 2025, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2025, computed in accordance with Item 402(v) of Regulation S-K:

  21. Pay Versus Performance

    | | Martyn Willsher | Daniel Furbee | Average Non-PEO NEOs | | Total Compensation Reported in 2025 Summary Compensation Table | $3,944,707 | $1,898,298 | $1,451,366 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2025 Summary Compensation Table | $(1,657,665) | $(1,038,349) | $(634,418) | | Plus, Year-End Fair Value of Awards Granted in 2025 that are Outstanding and Unvested | $— | $979,171 | $507,432 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | $— | $(388,105) | $(352,697) | | Plus, Vesting Date Fair Value of Awards Granted in 2025 that Vested in 2025 | $347,663 | $— | $— |

  22. Pay Versus Performance

    | | Martyn Willsher | Daniel Furbee | Average Non-PEO NEOs | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2025 (From Prior Year-End to Vesting Date) | $1,771,098 | $179,130 | $413,234 | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2025 | $(559,093) | $— | $— | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2025 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2025) | $— | $— | $— | | Total Adjustments | $(97,998) | $(268,153) | $(66,449) | | Compensation Actually Paid for Fiscal Year 2025 | $3,846,709 | $1,630,145 | $1,384,917 |

  23. Pay Versus Performance

    Pay versus Performance Comparative Disclosure As described in more detail in the section titled “Narrative Disclosure to Summary Compensation Table,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation actually paid’ for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s TSR over the three years presented in the table. This is because a significant portion of the ‘compensation actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards. Compensation Actually Paid and Net Income The following graph illustrates the relationship between (x) the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs and (y) the Company’s net income over the three years presented in the table. Compensation actually paid is less sensitive to our net income performance as compared to our TSR performance.

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our director compensation policy provides for a combination of an annual cash retainer and equity award. Our non-employee directors’ annual cash retainer for fiscal year 2025 was equal to $75,000 (or $175,000 for the Chairman of the Board), paid quarterly in advance. Our non-employee directors also received RSUs in fiscal year 2025 that fully vest over a one-year period, subject to continued service through such vesting date, each of which had a grant date fair value equal to $125,000 (or $175,000 for the Chairman of the Board). In addition, each of our non-employee directors who served as a committee chair received an additional $25,000 cash retainer. In connection with Mr. Hamm’s appointment as the chair of the Compensation Committee following the Company’s fiscal year 2025 annual meeting, Mr. Hamm waived the additional $25,000 cash retainer for such service. Our non-employee directors are reimbursed for all out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law.

  25. 2025 Director Compensation Table

    2025 Director Compensation Table The following table presents information regarding compensation paid to our non-employee directors during the fiscal year ended December 31, 2025.

  26. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Deborah G. Adams | 100,000 | 119,586 | 219,586 | | Clint Coghill | 46,978 | 137,504 | 184,482 | | James E. Craddock(3) | 50,000 | — | 50,000 | | Patrice Douglas(3) | 37,500 | — | 37,500 | | Christopher W. Hamm | 175,000 | 167,421 | 342,421 | | Vidisha Prasad(3) | 37,500 | — | 37,500 | | Todd R. Snyder | 100,000 | 119,586 | 219,586 |

  27. 2025 Director Compensation Table

    (1) Amounts in this column include the non-employee director’s fiscal year 2025 annual cash retainer fee and, if applicable, the non-employee director’s fiscal year 2025 committee chair fees. (2) The amounts in this column represent the aggregate grant date fair value of the RSUs granted to our non-employee directors in fiscal year 2025, computed in accordance with FASB ASC Topic 718, but excluding any impact of estimated forfeiture rates. These RSUs vest on the first anniversary of the grant date, subject to the holder’s continued service on the Board through the vesting date. As of December 31, 2025: (i) Ms. Adams and Mr. Snyder each held 36,459 unvested RSUs, (ii) Mr. Coghill held 41,922 unvested RSUs and (ii) Mr. Hamm held 51,043 unvested RSUs. Effective as of June 13, 2025, each of Mr. Craddock and Mses. Douglas and Prasad tendered his or her respective resignation from the Board.

  28. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS At each annual meeting, our stockholders will elect our directors. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Company entitled to vote generally for the election of directors. The Board, upon the recommendation of the Nominating and Governance Committee has nominated the following individuals for election as directors of the Company to serve until our 2027 Annual Meeting or until their respective successors are duly elected and qualified: Deborah G. Adams Clint Coghill Daniel Furbee Christopher W. Hamm Todd R. Snyder Each of the above nominees is currently serving as a director of the Company. Biographical information for each nominee is contained in the “Directors and Director Nominees” section above. The election of directors in this proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote on the election of directors. Abstentions have the same effect as a vote against the outcome of voting on director election and broker non-votes will not have any effect on the outcome of voting on director elections. The Board recommends that you vote “FOR” the election of each of the nominees listed above. Unless otherwise instructed, the proxyholders will vote the proxies received by them for the five nominees named above. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the proxyholders will vote for the election of a substitute nominee that the Board recommends.