DEF 14A of Resources Connection, Inc., Sep 7, 2023

DEF 14A of Resources Connection, Inc.

Filed Sep 7, 2023 · FY20230001140361-23-043071

Open on EDGAR

  1. Proposal 1. Election of Directors

    Proposal 1. Election of Directors Our Board currently consists of eleven directors. Our Amended and Restated Certificate of Incorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms. At this year’s Annual Meeting, we will be electing three directors, each to serve a term of three years expiring at our 2026 Annual Meeting and until his successor is duly elected and qualified. Jolene Sarkis is retiring at the end of her term in October 2023 pursuant to our director retirement policy and is not standing for re-election at the Annual Meeting. Following the retirement of Ms. Sarkis, the Board intends to reduce the size of the Board, and the number of Class II directors, by one director. Accordingly, stockholders may only vote for three director nominees at the Annual Meeting. Each of the nominees, Robert Kistinger, Marco von Maltzan, and David P. White, is presently a member of our Board, having served on the Company’s Board since 2006, 2018 and 2021, respectively. Messrs. Kistinger and von Maltzan were each previously elected to our Board by our stockholders at our 2020 annual meeting of stockholders. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board appointed Mr. White as a director in July 2021 after being initially recommended as a director candidate by one of the Board’s independent directors. Our Board, acting upon the recommendation of the Corporate Governance and Nominating Committee, recommends that stockholders vote in favor of the election of each of the nominees, Messrs. Kistinger, von Maltzan, and White. In recommending director nominees for selection by the Board, the Corporate Governance and Nominating Committee considers a number of factors, which are described in more detail below under “Board of Directors — Corporate Governance and Nominating Committee.” In considering these factors, the Corporate Governance and Nominating Committee and the Board consider the fit of each individual’s qualifications, skills and attributes with those of the Company’s other directors in order to build a Board that, as a whole, contains diverse perspectives and experience and is effective, collegial and responsive to the Company and its stockholders. The Board and the Corporate Governance and Nominating Committee aspire to expand the pool of qualified applicants for director positions, including with respect to gender and ethnic and racial diversity. Recommendations and selections for director nominees are made based on an assessment of the best candidate qualified for the position. There are no family relationships among our directors or executive officers nor any arrangements or understandings between any director and any other person pursuant to which a director was selected as a director or nominee. If at the time of the Annual Meeting any of the nominees is unable or unwilling for good cause to serve if elected, the persons named as proxies on the proxy card will vote for such substitute nominee or nominees, if any, as our Board recommends or, if no substitute nominee is recommended by our Board, for the remaining nominees, leaving a vacancy, unless our Board chooses to reduce the number of directors serving on the Board. Each of the nominees has consented to be named in this Proxy Statement and to serve if elected. Following is biographical information about each nominee and each other director who will continue as a director after the Annual Meeting. This description includes the principal occupation of, and directorships held by, each director for at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that each nominee and director should serve as a member of the Company’s Board.

  2. Director Nominees

    Director Nominees The individuals standing for election are:

  3. Director Nominees

    | Robert F. Kistinger | | | Age 70 Director since August 2006 | | | Mr. Kistinger was the Chief Operating Officer of Bonita Banana Company from 2009 to 2014 and now continues to serve as an Executive Advisor to the company. He was formerly President and Chief Operating Officer of the Fresh Group of Chiquita Brands International, Inc. (“Chiquita”). Mr. Kistinger was employed at Chiquita for more than 27 years and held numerous senior management positions in accounting, financial analysis and strategic planning roles. Prior to joining Chiquita, Mr. Kistinger was with the accounting firm of Arthur Young & Company for six years and is a certified public accountant and a member of the American Institute of Certified Public Accountants. | Key experience, qualifications, attributes and skills: Mr. Kistinger has held leadership positions in large multinational companies, developing critical financial and international operations expertise. Mr. Kistinger’s knowledge, insight and experience are invaluable to the Company and to the Board as we continue to provide services and solutions to our clients around the world. |

  4. Director Nominees

    | Marco von Maltzan | | | Age 68 Director since July 2018 | | | Mr. von Maltzan served as the Chairman of the Supervisory Board of taskforce — Management on Demand AG and served as the Chairman of the Supervisory Board of industrial holding company Greiffenberger AG from 2016 through June 2021. Since 2015, he has been the Deputy Chairman of the Shareholder Committee and member of the Audit Committee of food conglomerate Pfeifer & Langen Industrie- und Handels-KG. From 2018 to January 2023, he served on the Advisory Board of automotive supplier IFA Holding GmbH. In addition, he currently serves as Chairman of the Advisory Board of UKM Holding GMBH and of Walter Klein GmbH & Co. KG, and as Chairman of the Supervisory Board of WKW Automotive AG, all automotive suppliers. Mr. von Maltzan started his professional career in 1983 with top management consulting firm Roland Berger. In 1987, he joined BMW Group where he held various senior management positions, acting lastly as Chief Executive Officer of BMW Motorrad, BMW’s motorcycle division from 1999 to 2002. From 2003 to 2007, Mr. von Maltzan served as Chief Executive Officer and Chief Financial Officer of automotive supplier BERU AG which under his leadership was sold to Michigan-based BorgWarner, Inc. From 2008 to 2011, Mr. von Maltzan acted as Chief Executive Officer of Profine Group, a leading manufacturer of windows construction systems. Mr. von Maltzan has also held various board of director and Interim CEO assignments in the past. Mr. von Maltzan is a certified engineer who holds a Master’s degree in Mechanical Engineering from RWTH Aachen University as well as a Master’s degree in Business Administration from INSEAD, Fontainebleau. | Key experience, qualifications, attributes and skills: Mr. von Maltzan brings to our Board over 40 years of international and industry-specific operational experience. This experience uniquely qualifies him to advise the Company in its international growth strategy. |

  5. Director Nominees

    | David P. White | | | Age 55 Director since July 2021 | | | Mr. White is currently an Executive Coach and Strategic Advisor with Ulu Ventures, a venture capital firm that invests in early-stage companies. He previously served as the Chief Executive Officer and Chief Negotiator of the Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) from 2009 to June 2021. He also served as the board Chair for the boards of the SAG-Producers Pension Plan and the SAG-AFTRA Health Plan from 2010 to 2018. Prior to rejoining SAG-AFTRA in 2009, where he previously served as General Counsel from 2002 to 2006, Mr. White was Co-Founder and Chief Executive Officer of Los Angeles-based Entertainment Strategies Group LLC from 2006 to 2009, providing consulting services to the entertainment industry. He was also previously a labor and employment attorney at O’Melveny & Myers LLP. Mr. White is a Rhodes Scholar and a graduate of Grinnell College, Stanford Law School and The Queen’s College, Oxford University. He currently serves as the Deputy Chair of the Federal Reserve Bank of San Francisco, where he serves on the Audit and Risk Management Committee and the Bank Governance Committee. He is also the board Chair of the Mayor’s Fund for Los Angeles, a nonprofit that brings private sector resources to address public sector challenges. From 2010 to 2022, he was a board member of the Motion Picture & Television Fund, where he served on the Audit Committee. From 2010 to 2021, Mr. White served as a board member of The Actors Fund (now the Entertainment Community Fund), where he served on the Strategic Planning Committee and as a member of the affiliated Housing Development Corporation of the Entertainment Community Fund. From 2017 to 2021, he served as a commissioner for the Entertainment Industry Commission on Eliminating Sexual Harassment and Advancing Equality in the Workplace, and from 1999 to 2018, he served as a trustee and chair of the board of trustees of Grinnell College. | Key experience, qualifications, attributes and skills: Mr. White brings to our Board over 20 years of legal and executive leadership expertise, with extensive expertise in human capital and regulatory matters all of which makes him a trusted advisor to the Company. |

  6. Director Nominees

    CONTINUING DIRECTORS: The following persons are the members of our Board whose terms of office do not expire until after the Annual Meeting and who will continue to serve on the Board after the Annual Meeting:

  7. Director Nominees

    | Anthony C. Cherbak | | | Age 69 Director since August 2009 Term of Office Expires at the Annual Meeting in 2025 | | | In 2016, Mr. Cherbak retired as the Chief Executive Officer of the Company, but he has continued to serve as a member of our Board, a position he has held since 2009. Mr. Cherbak served as the Company’s Chief Executive Officer and President from 2013 to 2016 and was the Company’s President and Chief Operating Officer from 2009 to 2013. He previously held the positions of Executive Vice President of Operations from July 2005 to August 2009. He joined the Company in July 2005 from Deloitte & Touche LLP, a professional services firm, where he spent the majority of his career as an audit partner in the Orange County, California office. While with Deloitte & Touche LLP, Mr. Cherbak led the firm’s consumer business practice for its Pacific Southwest region and most recently served as the Partner in Charge of the Orange County audit practice. | Key experience, qualifications, attributes and skills: Mr. Cherbak brings to the Company and the Board over 40 years of professional services, operations and financial management experience. Additionally, having formerly served as the Company’s Chief Executive Officer, Mr. Cherbak brings to our Board insight into the operations of the Company. |

  8. Director Nominees

    | Susan M. Collyns | | | Age 56 Director since August 2023 Term of Office Expires at the Annual Meeting in 2025 | | | Since 2019, Ms. Collyns has served on the board of directors of Dine Brands Global, a publicly-traded casual dining franchise concept. Ms. Collyns has also served on the board of Bluestone Lane, a privately owned Australian-inspired coffee shop and lifestyle brand, and as the Chairperson of the board of Poolwerx, a privately owned global franchise pool service and retail brand based out of Australia, since 2023. From August 2014 to May 2022, Ms. Collyns served as President and Chief Financial Officer of The Beachbody Company, a health, fitness, and nutrition company. Ms. Collyns served on the board of directors, and as chair of the compensation committee and audit committee, of Waitr Holdings, Inc., a publicly-traded online ordering technology platform, from May 2019 to November 2019; on the board and audit committee of Potbelly, Inc., a publicly-traded fast casual sandwich concept, from May 2018 to May 2019; and on the board and as chair of the audit committee of Zoe’s Kitchen, Inc., a casual dining concept, from February 2014 to November 2018, from the company’s IPO to their privatization. Prior to The Beachbody Company, she also served as Chief Financial Officer of Dun and Bradstreet Credibility Corp., a financial data subscription company, from July 2012 to August 2014, and as Chief Financial Officer and Chief Operating Officer of California Pizza Kitchen, Inc., from 2001 to 2011. Ms. Collyns has a Bachelor of Economics from Macquarie University and is a Certified Public Accountant (inactive). She also previously worked as an auditor for PricewaterhouseCoopers LLP. | Key experience, qualifications, attributes and skills: Ms. Collyns brings to the Board over 30 years of board and executive leadership experience as President, Chief Financial Officer and Chief Operating Officer for public and private companies. She has particular expertise in public company financial reporting, systems, controls, strategic planning, risk management, capital raising, and mergers and acquisitions. This experience together with Ms. Collyns’ deep knowledge of business and operational transformation and digital engagement provides unique and relevant insights to the Board and Company. |

  9. Director Nominees

    | Neil F. Dimick | | | Age 74 Director since November 2003 Term of Office Expires at the Annual Meeting in 2025 | | | Prior to joining our Board, Mr. Dimick served as Executive Vice President and Chief Financial Officer of AmerisourceBergen Corporation, a pharmaceutical services provider, from August 2001 to May 2002. He served as Senior Executive Vice President and Chief Financial Officer of Bergen Brunswig Corporation, as well as a director and a member of the Bergen board’s Finance, Investment and Retirement Committees, for more than five years prior to its merger with AmeriSource Health in 2001. Mr. Dimick began his professional career as a corporate auditor with Deloitte & Touche LLP, a professional services firm. He was a partner with the firm for eight years and served for two years as the National Director of the firm’s Real Estate Industry Division. From 2002 to 2022, Mr. Dimick served on the board of directors of Viatris, Inc., where he served as Chairperson of the Audit Committee and member of the Compensation, Executive, and Finance Committees. Mr. Dimick also served on the board of Thoratec Corporation, where he was Chairman of the Board and a member of the Audit and Corporate Governance and Nominating Committees; WebMD Health Corp., where he served as a member of the Executive and Audit Committees and as Chairman of the Nominating and Governance Committee; and Alliance HealthCare Services, Inc., where he served as Chairperson of the Audit Committee and member of the Strategic Planning and Finance and Nominating and Corporate Governance Committees. | Key experience, qualifications, attributes and skills: Mr. Dimick brings to our Board, and the Audit Committee that he chairs, more than 25 years of public accounting experience, including eight years as a partner at Deloitte & Touche LLP, experience as a Chief Financial Officer for a large-cap publicly traded international company and involvement with public company boards and board committees, all of which provide our Board with in-depth knowledge of the many critical financial and risk-related issues facing public companies today. |

  10. Director Nominees

    | Kate W. Duchene | | | Age 60 Director since January 2018 Term of Office Expires at the Annual Meeting in 2025 | | | Ms. Duchene is our President and Chief Executive Officer, a position to which she was promoted in December 2016. Between 1999 and 2016, Ms. Duchene was our Chief Legal Officer, Secretary and Executive Vice President of Human Resources. From 2012 to 2016, Ms. Duchene also assumed leadership of RGP Legal, our legal and regulatory consulting practice. From September 2020 to February 2021, Ms. Duchene served on the board of directors of Collectors Universe Inc. until the company was taken private. Prior to joining the Company, Ms. Duchene practiced law with O’Melveny & Myers LLP, an international law firm, in Los Angeles, California, specializing in labor and employment matters. Ms. Duchene was with O’Melveny & Myers LLP from October 1990 through December 1999, most recently as a Special Counsel. | Key experience, qualifications, attributes and skills: As our President and Chief Executive Officer, Ms. Duchene brings to our Board valuable leadership experience and a deep and thorough understanding of our operations, the day-to-day management of our business and our industry as a whole. |

  11. Director Nominees

    | Donald B. Murray | | | Age 76 Director since April 1999 Term of Office Expires at the Annual Meeting in 2024 | | | Mr. Murray founded Resources Connection, Inc. in June 1996 and served as our Managing Director from inception until April 1999. From April 1999 through May 2008, Mr. Murray served as our Chairman, President and Chief Executive Officer and as one of our directors. On June 1, 2008, Mr. Murray resigned as President and Chief Executive Officer but remained as Executive Chairman of our Board. Mr. Murray reassumed the position of Chief Executive Officer on July 22, 2009. Effective May 28, 2013, Mr. Murray resigned from the position of Chief Executive Officer and continued to serve as the Company’s Chairman of our Board. Prior to founding the Company, Mr. Murray was Partner in Charge of Accounting and Assurance Services for the Orange County, California office of Deloitte & Touche LLP, a professional services firm, from 1988 to 1996. From 1984 to 1987, Mr. Murray was the Partner in Charge of the Woodland Hills office of Touche Ross & Co., a predecessor firm to Deloitte & Touche LLP, an office he founded in 1984. Mr. Murray currently serves on the board of advisors for the University of Southern California’s Marshall School of Business, Center for Innovation. | Key experience, qualifications, attributes and skills: In addition to his career credentials as a partner with Deloitte & Touche LLP, as the Company’s founder, Mr. Murray developed the Company’s business model and vision. Mr. Murray brings to our Board an intimate, first-hand knowledge of the Company’s operations, culture and people. |

  12. Director Nominees

    | Lisa M. Pierozzi | | | Age 62 Director since February 2021 Term of Office Expires at the Annual Meeting in 2024 | | | Ms. Pierozzi formerly served as Executive Vice President, Finance & Administration and Chief Financial Officer of the Motion Picture Association (“MPA”) from 2006 to 2011. Prior to her role at MPA, Ms. Pierozzi was Senior Vice President, Business Planning and Development for Universal Studios’ global theme parks and resorts group from 2001 to 2005. Ms. Pierozzi joined PricewaterhouseCoopers LLP (formerly Price Waterhouse) in 1984 and was a partner from 1997 to 2001, where she had leadership roles in multiple industry transactions and operational reviews, including deal structuring and assessment, due diligence, financing, process improvement, systems and infrastructure overview. Ms. Pierozzi currently sits on the board of directors of the nonprofit Motion Picture & Television Fund (“MPTF”) and is a founding member of the Normandy Institute. Ms. Pierozzi’s experience includes serving as the chairwoman of the Audit Committee as well as a nonvoting member of the Finance and Investment Committees and various other special committees of the MPTF. | Key experience, qualifications, attributes and skills: Ms. Pierozzi brings to our Board more than 35 years of experience as a financial professional and advisor in leadership roles for both public and private companies, with particular expertise in public company financial reporting, systems and controls. |

  13. Director Nominees

    | A. Robert Pisano | | | Age 80 Director since November 2002 Term of Office Expires at the Annual Meeting in 2024 | | | Mr. Pisano has served as our Lead Independent Director since 2004. Mr. Pisano is a business consultant, an activity he began in September 2011. Prior to this, Mr. Pisano was the President and Chief Operating Officer of the MPA from October 2005 until September 2011 and was the interim Chief Executive Officer from January 2010 until March 2011. He served as the National Executive Director and Chief Executive Officer of the Screen Actors Guild from September 2001 to April 2005. From August 1993 to August 2001, he was Executive Vice President, then Vice Chairman and Consultant to Metro-Goldwyn-Mayer, Inc. (“MGM”). Prior to joining MGM, Mr. Pisano was Executive Vice President of Paramount Pictures Corp. from May 1985 to June 1991, serving as General Counsel and a member of the Office of the Chairman. From 1969 to 1985, Mr. Pisano was an associate and then a partner with the law firm O’Melveny & Myers LLP. Mr. Pisano was formerly a director of StateNet, a legislative and regulatory reporting service. From 2012 to February 2022, Mr. Pisano served as a director of all the FPA Group of Funds, including Source Capital, Crescent and New Income Funds, the largest of the group of funds, and he also served on their audit and corporate governance committees. Mr. Pisano is the current Chair of the St. John’s Health Foundation in Jackson, WY. | Key experience, qualifications, attributes and skills: Mr. Pisano’s 20 years of experience as a partner specializing in business litigation while at O’Melveny & Myers LLP, followed by his hands-on management of international business operations, marketing and business development while employed by the leaders in the entertainment industry provide a wealth of experience, especially in the areas of acquisitions and legislative and regulatory affairs, to our Board and to the Company. |

  14. Board of Directors

    Board of Directors

  15. Director Compensation

    Director Compensation Under our director compensation policy, annual compensation for the members of our Board who are not employed by us or any of our subsidiaries (referred to herein as a “non-employee directors”) consists of an annual cash retainer, an additional cash retainer for non-employee directors serving in certain positions as described below and an annual equity award. In the case of a non-employee director who is newly elected or appointed to our Board, such director is eligible to receive a pro-rated cash retainer and pro-rated equity award. Our Board reserves the right to modify the director compensation policy from time to time.

  16. Director Compensation — Fiscal 2023

    Director Compensation — Fiscal 2023 The following table presents information regarding the compensation paid for fiscal 2023 to our non-employee directors who served on the Board at any point during the fiscal year. The compensation paid to Ms. Duchene, our President and Chief Executive Officer, is presented below in the “Executive Compensation Tables for Fiscal 2023 — Summary Compensation Table — Fiscal 2021 to 2023” and the related explanatory tables. Ms. Duchene did not receive separate compensation for her service on our Board.

  17. Director Compensation — Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | DONALD B. MURRAY (3) | 400,000 | 0 | 0 | 0 | 400,000 | | ANTHONY CHERBAK | 50,000 | 99,986 | 0 | 0 | 149,986 | | NEIL DIMICK | 90,000 | 99,986 | 0 | 0 | 189,986 | | ROBERT KISTINGER | 57,500 | 99,986 | 0 | 0 | 157,486 | | MARCO VON MALTZAN | 55,000 | 99,986 | 0 | 0 | 154,986 | | LISA M. PIEROZZI | 55,000 | 99,986 | 0 | 0 | 154,986 | | A. ROBERT PISANO | 95,000 | 99,986 | 0 | 0 | 194,986 | | JOLENE SARKIS | 65,000 | 99,986 | 0 | 0 | 164,986 | | DAVID P. WHITE | 57,500 | 99,986 | 0 | 0 | 157,486 |

  18. Director Compensation — Fiscal 2023

    | (1) The amounts reported in column (c) of the table above reflect the fair value on the grant date of the restricted stock (or restricted stock unit) award granted to our non-employee directors during fiscal 2023, as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of stock awards contained in Note 15 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements, included as part of the Fiscal 2023 Annual Report. |

  19. Director Compensation — Fiscal 2023

    | (2) As described above, on January 3, 2023, each of our non-employee directors then serving on our Board was granted an award of 5,393 shares of restricted stock, or a grant of 5,393 restricted stock units if they chose to defer the equity portion of their compensation, with the exception of Mr. Murray who elected to receive cash in lieu of his annual restricted stock award. Each such non-employee director’s restricted stock (or restricted stock unit) award had a fair value for financial statement reporting purposes equal to $99,986 on the grant date (5,393 shares times the $18.54 per share closing price of a share of Company common stock on the grant date). The cash paid to Mr. Murray in lieu of his annual equity award is included as part of his cash fees reflected in column (b) of the table above. |

  20. Director Compensation — Fiscal 2023

    | (3) Mr. Murray’s fees earned listed in this table reflect both the director retainer fees to which he was entitled that were paid in January 2023 for Board service through calendar 2023 and cash in lieu of his annual restricted stock award as described in footnote (2) above. |

  21. AGGREGATE OUTSTANDING EQUITY AWARDS

    AGGREGATE OUTSTANDING EQUITY AWARDS The following table presents the aggregate number of outstanding unexercised options to acquire shares of Company common stock, number of unvested shares of Company restricted stock and number of unvested Company restricted stock units held by each of our non-employee directors as of May 27, 2023.

  22. AGGREGATE OUTSTANDING EQUITY AWARDS

    | Director | Number of Options Outstanding | Number of Shares of Unvested Restricted Stock and Unvested Restricted Stock Units | | DONALD B. MURRAY | 80,000 | 0 | | ANTHONY CHERBAK | 220,000 | 15,105 | | NEIL DIMICK | 0 | 15,105 | | ROBERT KISTINGER | 0 | 15,105 | | MARCO VON MALTZAN | 0 | 15,105 | | LISA M. PIEROZZI | 0 | 13,412 | | A. ROBERT PISANO | 0 | 15,105 | | JOLENE SARKIS | 0 | 15,105 | | DAVID P. WHITE | 0 | 11,600 |

  23. Fiscal 2023 Executive Summary

    | Annual Incentives. All of our NEOs participated in our EIP during fiscal 2023. The EIP reflects a pay for performance culture. Incentives are earned based on Company performance, measured by the Company’s Revenue(8) and Adjusted EBITDA Margin(6)(7) achieved for fiscal 2023, and individual qualitative performance criteria. If the Company does not achieve the threshold level of financial performance under the EIP, the amount payable under the qualitative performance criteria is capped at 50% of the target annual incentive. The maximum amount that may be earned under the EIP is 300% of the target annual incentive. |

  24. Fiscal 2023 Executive Summary

    For fiscal 2023, the Compensation Committee set challenging performance goals that exceeded the Revenue and Adjusted EBITDA Margin achieved under the EIP for fiscal 2022. For fiscal 2023, the Company exceeded the “maximum” level of performance for the Adjusted EBITDA Margin goal and achieved between “threshold” and “target” level of performance for the Revenue goal, resulting in a quantitative multiplier under the EIP equal to 121% of the target annual incentive. The Compensation Committee also determined that each of our NEOs exceeded their individual performance goals for fiscal 2023 and displayed outstanding leadership through an uncertain macroeconomic climate, resulting in the achievement of 110% of their EIP qualitative goals designated for fiscal 2023. Accordingly, the Compensation Committee awarded our NEOs annual cash incentives under the EIP for fiscal 2023 as follows:

  25. Fiscal 2023 Executive Summary

    | • | Ms. Duchene, our President and Chief Executive Officer, was awarded a total annual incentive of $1,097,000 representing 44% of her maximum award opportunity or 133% of her target annual incentive opportunity; |

  26. Fiscal 2023 Executive Summary

    | • | Ms. Ryu, our Executive Vice President and Chief Financial Officer, was awarded a total annual incentive of $532,000, representing 44% of her maximum award opportunity or 133% of her target annual incentive opportunity; and |

  27. Fiscal 2023 Executive Summary

    | • | Mr. Brackney, our President and Chief Operating Officer, was awarded a total annual incentive of $864,000, representing 44% of his maximum award opportunity or 133% of his target annual incentive opportunity. |

  28. Fiscal 2023 Executive Summary

    | Performance-Based Long-Term Incentives. 50% of the NEOs’ annual equity incentive awards granted in fiscal 2023 were granted in the form of PSUs. The PSUs will be eligible to vest at the end of a three-year performance period based on the Company’s Revenue(8) and Adjusted EBITDA Margin(6)(7) (also referred to as Adjusted EBITDA Percentage) achieved over the performance period. The total number of shares that may be earned for these PSUs will range from zero to 150% of the target number of shares based on performance over the performance period. |

  29. Fiscal 2023 Executive Summary

    The remaining 50% of the NEOs’ annual equity incentive awards were granted in the form of time-based RSUs that vest over a four-year period. PSUs and RSUs align the interests of our NEOs with our stockholders and create a retention incentive over the vesting period. These awards were made pursuant to our 2020 Plan. No other long-term incentive awards were granted to our NEOs in fiscal 2023.

  30. Fiscal 2023 Executive Summary

    | Stock Ownership Guidelines. To help focus our NEOs on long-term stockholder value, we maintain guidelines requiring our NEOs to own a significant amount of the Company’s stock. See “Stock Ownership Guidelines for NEOs” below. |

  31. Compensation Philosophy

    | Competitive Compensation. The Company’s executive compensation programs should provide a fair and competitive compensation opportunity that enables us to attract and retain superior executive talent in the global market. |

  32. Compensation Program Design

    Compensation Program Design While embracing the Company’s compensation philosophy, the Compensation Committee has designed the executive compensation programs to achieve the following objectives: (1) reinforce the Company’s goals and business objectives, with an eye toward longer-term prosperity and success; (2) pay for performance in a manner that supports growth and innovation without encouraging excessive risk; (3) align the interests of management and stockholders by weighting a significant portion of total reward opportunities on long-term performance awards; (4) allow the Company to attract, retain and motivate key executives by providing competitive compensation with an appropriate mix of fixed and variable elements; and (5) appreciate the culture of the Company in recognizing and supporting outstanding team-based performance and behaviors that demonstrate our core values. As described in more detail below, the material elements of our current executive compensation programs for NEOs include a base salary; an annual, cash-based incentive compensation opportunity; a long-term equity incentive opportunity; and potential severance and other benefits payable in connection with a termination of employment or change in control. We believe that each element of our executive compensation program helps us to achieve one or more of our compensation objectives, as illustrated by the table below:

  33. Compensation Program Design

    | Compensation Element | Compensation Objectives Designed to be Achieved | | Base Salary | • Attract, motivate, reward and retain high-caliber talent | | Annual Cash Incentive Compensation Opportunity | • Directly link pay to performance • Incentivize creation of stockholder value • Attract, motivate, reward and retain high-caliber talent | | Long-Term Equity Incentives | • Incentivize creation of stockholder value • Directly link pay to performance • Attract, motivate, reward and retain high-caliber talent | | Severance and Other Benefits Potentially Payable Upon Termination of Employment or a Change in Control | • Attract, motivate, reward and retain high-caliber talent |

  34. Compensation Program Design

    | (9)— | Target total direct compensation means the NEO’s base salary, target annual cash incentive and grant date fair value (based on the value approved by the Compensation Committee and used to determine the target number of shares subject to the award) of annual long-term incentive awards granted to the NEO in fiscal 2023. |

  35. Use of Compensation Consultant

    Use of Compensation Consultant During fiscal 2023, the Compensation Committee did not engage an independent compensation consultant. Pursuant to its charter, the Compensation Committee has the authority in its sole discretion to retain an independent consultant as it deems appropriate and necessary. The Compensation Committee did not make significant changes to the compensation program design during the fiscal year and, therefore, determined it was not in the best interests of the Company, nor necessary, to incur the additional costs of engaging such services for fiscal 2023. In order to assist the Compensation Committee’s evaluation of executive compensation during fiscal 2023, the Compensation Committee reviewed data on the Company’s peer group pulled from Equilar’s Insight Data Platform, which is a web-based provider of historical information, products and proprietary survey data regarding executive compensation. The Compensation Committee used the data from Equilar generally as background information to assist in their decision-making process.

  36. Use of Peer Group Data

    Use of Peer Group Data The individual compensation elements of our program are intended to create a total compensation package for each NEO that we believe achieves our compensation objectives and provides competitive compensation opportunities relative to companies in our comparative peer group. In fiscal 2023, as is its annual practice, the Compensation Committee reviewed the composition of the Company’s peer group to help ensure its alignment with the Company’s size, practice areas, business model delivery and geographic reach. The Compensation Committee reviews the composition of the peer group each year and approves any change to the peer group. After a review of both our peers in the marketplace and those that major advisory firms, such as Institutional Shareholder Services (“ISS”), include in our services sector peer group, the Compensation Committee determined that Hacket Group, Inc. and Hudson Global, Inc. had annual revenue and market capitalization much smaller than the Company and should be replaced with Barrett Business Services, Inc. and Mistras Group, Inc. for the fiscal 2023 peer group, and that the remaining companies that constituted our peer group for our fiscal 2022 executive compensation decisions should be the same for our fiscal 2023 executive compensation decisions. For fiscal 2023, the peer group consisted of the following ten professional services companies, and we believe it reflects the competitive landscape in which the Company operates and competes for talent.

  37. Use of Peer Group Data

    | | Peer Group Companies | | | Barrett Business Services, Inc. | CBIZ, Inc. | CRA International, Inc. | | FTI Consulting, Inc. | Heidrick & Struggles International, Inc. | Huron Consulting Group Inc. | | ICF International, Inc. | Kforce, Inc. | Korn Ferry | | Mistras Group, Inc. | | |

  38. Use of Peer Group Data

    The chart below contains information on revenue, market capitalization and employee head count for our named peer group(1).

  39. Use of Peer Group Data

    | Company Name | Performance Data Date | Annual Revenue ($MM) | Market Cap ($MM) | Number Of Employees | | Barrett Business Services, Inc. | 12/31/22 | 1,054.3 | 649.4 | 127,141 | | CBIZ, Inc. | 12/31/22 | 1,412.0 | 2,368.5 | 6,500 | | CRA International, Inc. | 12/31/22 | 590.9 | 873.5 | 939 | | FTI Consulting, Inc. | 12/31/22 | 3,028.9 | 5,342.2 | 7,635 | | Heidrick & Struggles International, Inc. | 12/31/22 | 1,083.6 | 555.5 | 2,141 | | Huron Consulting Group Inc. | 12/31/22 | 1,159.0 | 1,351.3 | 5,660 | | ICF International, Inc. | 12/31/22 | 1,780.0 | 1,866.5 | 7,650 | | Kforce, Inc. | 12/31/22 | 1,710.8 | 1,080.2 | 2,000 | | Korn Ferry | 4/30/23 | 2,643.5 | 3,311.8 | 10,779 | | Mistras Group, Inc. | 12/31/22 | 687.4 | 147.4 | 5,400 | | Resources Connection, Inc. | 5/27/23 | 775.6 | 521.2 | 4,062 |

  40. Use of Peer Group Data

    | (1) The information contained in the chart was obtained from Equilar and based on each peer group company’s public filings. Annual revenue is presented for each peer company for the fiscal year ended as of the performance data date indicated above. Market capitalization information is presented based on the closing trading price for each company’s common stock at its fiscal year-end as of the performance data date indicated above. |

  41. Use of Peer Group Data

    In addition to the peer group data, the Compensation Committee also reviews summary statistical information from survey data about general industry practices in private companies and partnerships with which we compete for talent. In reviewing this information, the Compensation Committee does not focus on any one company included in the surveys to make its decisions. Our compensation evaluation process generally involves comparing the base salaries, annual incentive compensation opportunities, total cash compensation and long-term equity incentive opportunities provided to our NEOs to similar compensation opportunities provided to comparable executives at our peer group companies. Although these benchmarks and other survey data represent useful background, the Compensation Committee exercises its judgment and discretion in setting individual executive compensation packages. This data is used by the Compensation Committee, not to set specific targets vis-à-vis peer company executives, but to assess as background data in determining what it considers in its judgment to be fair and reasonable pay practices for our NEOs. Our Company operates what we believe is a unique compensation program that reinforces a team-based culture and rewards NEOs for Company and team-based results as well as particular individual achievements.

  42. Base Salary

    Base Salary The Compensation Committee generally reviews the base salary paid to each NEO on an annual basis. Under each NEO’s employment agreement, the Compensation Committee may increase the NEO’s then current base salary on its review, but it may not reduce the base salary level. In determining whether base salary increases for fiscal 2023 for the NEOs were appropriate, the Compensation Committee considered the Company’s general financial performance and growth and the base salaries and total cash compensation earned by comparable executives at the Company’s peer group companies (based on their published data). Based on the foregoing, the Compensation Committee determined that each of the NEOs’ base salaries in effect at the start of the fiscal year were significantly below the median base salary of similarly situated executives in the Company’s peer group and that larger base salary increases were warranted to move each NEO’s base salary level closer to the peer group median for similarly situated executives. Accordingly, the NEOs’ annual base salary levels were increased effective August 2022 as follows: Ms. Duchene’s base salary was increased by $125,000 to $825,000 annually, Ms. Ryu’s base salary was increased by $62,000 to $462,000 annually, and Mr. Brackney’s base salary was increased by $121,000 to $621,000 annually. Prior to that, Ms. Duchene and Mr. Brackney had not received base salary increases since 2019. Column (c) of the “Summary Compensation Table — Fiscal 2021 — 2023” in the “Executive Compensation Tables for Fiscal 2023” section below shows the base salary paid to each NEO for fiscal 2023.

  43. Annual Incentive Compensation

    Annual Incentive Compensation The Company’s annual incentive compensation plan for NEOs is the EIP. Each of the NEOs participated in the EIP for fiscal 2023. The EIP sets forth each participant’s target annual incentive compensation opportunity and the overall annual incentive structure and mechanics, which includes both a quantitative and qualitative component, used to determine the participant’s incentive cash award for the fiscal year. For fiscal 2023, the Compensation Committee set the following terms for the NEOs under the EIP:

  44. Annual Incentive Compensation

    | • | The target annual incentive compensation opportunity for each of the NEOs for fiscal 2023 was as follows: for Ms. Duchene, $825,000, for Ms. Ryu, $400,000, and for Mr. Brackney, $650,000. The Compensation Committee determined each of the NEOs’ target annual incentive opportunities in effect for fiscal 2022 were significantly below the median target annual incentive opportunity of similarly situated executives in the Company’s peer group as of the start of fiscal 2023, and that larger target annual incentive opportunities for fiscal 2023 were warranted to move each NEO’s target annual incentive opportunity closer to the peer group median for similarly situated executives. Accordingly, Ms. Duchene’s target annual incentive opportunity for fiscal 2023 was increased by $75,000 and Ms. Ryu and Mr. Brackney’s target annual incentive compensation opportunities for fiscal 2023 were each increased by $50,000. |

  45. Annual Incentive Compensation

    | • | The threshold incentive compensation opportunity for each NEO was equal to 50% of the NEO’s target incentive award and the maximum incentive compensation opportunity for each NEO was equal to 300% of the NEO’s target incentive award. |

  46. Annual Incentive Compensation

    Each NEO’s threshold, target and maximum annual incentive percentages were generally determined by the Compensation Committee in its discretion based on its subjective assessment of several factors, including comparable annual incentive opportunities in effect for comparable executives at our peer group companies (based on their published data), total cash compensation and equity awards earned by comparable executives at our peer group companies (based on their published data), internal comparability with percentage targets of other executives within the Company, and the Company’s objective of creating appropriate at-risk incentives to reinforce our team-based management culture and maximize stockholder value. The Compensation Committee also determined that these levels provided for fair and competitive rewards to the NEOs after reviewing historical data regarding the peer group companies and using its own subjective judgment and knowledge of the industry’s pay practices. Each participant’s incentive opportunity under the EIP is determined based on quantitative and qualitative components, as shown in the following chart: As shown above, the quantitative component of the EIP is determined based on the Company’s Revenue(8) and Adjusted EBITDA Margin(6)(7) achieved for the fiscal year (with each metric weighted 50%). The Compensation Committee selected these quantitative performance metrics for the EIP because it believes such measures are closely correlated to our annual business objectives and growth in stockholder value, and are straightforward to administer, understand and communicate. The Revenue and Adjusted EBITDA Margin targets for fiscal 2023 were both set at levels above the target and actual performance achieved for fiscal 2022. Threshold level of performance (which is equal to 85% of the performance target set for each metric) must be achieved for both quantitative metrics for any amount to be payable with respect to the quantitative multiplier under the EIP. The Maximum level of performance is achieved if the Company achieves 110% or more of the performance target set for a metric.

  47. Annual Incentive Compensation

    | | Threshold Revenue (85% of Target) | Target Revenue (100%) | Maximum Revenue (110% of Target) | | Threshold Adjusted EBITDA Margin (85% of Target) | 50% | 75% | 100% | | Target Adjusted EBITDA Margin (100%) | 75% | 100% | 150% | | Maximum Adjusted EBITDA Margin (110% of Target) | 100% | 150% | 200% |

  48. Annual Incentive Compensation

    As shown in the chart above, the quantitative metrics are combined to determine the overall quantitative multiplier achieved for the year. For example, if Target Revenue and Threshold Adjusted EBITDA Margin were achieved for fiscal 2023, the quantitative multiplier would be equal to 75% of the target annual incentive. For Adjusted EBITDA Margin or Revenue performance between the levels indicated, the quantitative multiplier will be determined using bilinear interpolation between points. If the Company achieved performance for both metrics above the Maximum level, the quantitative multiplier would be capped at 200%. If the Company does not achieve at least the Threshold level of performance for both quantitative metrics, the maximum bonus that may be paid with respect to the qualitative portion of the award is 50% of the target annual incentive opportunity. The following table sets forth the target performance levels established by the Compensation Committee for the EIP and the actual results achieved by the Company for fiscal 2023. As shown in the table below, for fiscal 2023, the Company achieved the Maximum level of performance (i.e. greater than 110% of the Target) for the Adjusted EBITDA Margin metric and between Threshold and Target level of performance for the Revenue metric, resulting in a quantitative multiplier of 121% for fiscal 2023.

  49. Annual Incentive Compensation

    | Quantitative Metric | Fiscal 2023 Target | Fiscal 2023 Results | Percentage of Target Achieved | | Revenue | $850 million | $775.6 million | 91.25% | | Adjusted EBITDA Percentage | 11.3% | 12.92% | 114.34% |

  50. Annual Incentive Compensation

    The qualitative performance multiplier portion of each NEO’s annual incentive compensation opportunity is determined based on the Compensation Committee’s assessment of each NEO’s impact on enterprise objectives and strategic initiatives, achievement of pre-established individual performance goals (called CRAVE goals), and other qualitative contributions determined by the Compensation Committee. The Company believes this mix of quantitative and qualitative components provides appropriate incentives to achieve pre-established goals while giving the Compensation Committee some flexibility to reward other achievements. For fiscal 2023, the Compensation Committee based its qualitative award determination for the participants on its subjective assessment of the NEOs’ achievement of their individual performance goals and outstanding leadership to deliver the Company’s strong fiscal 2023 financial performance, despite the continued challenges in the macroenvironment from recession concerns, inflation and talent shortages. The Compensation Committee also considered the achievement of executive team accomplishments during fiscal 2023 including delivering strong Adjusted EBITDA performance and organic top line revenue growth on a same-day constant currency basis; remaining disciplined on cost control and headcount leverage while also driving our enterprise objectives and investing in technology and digital initiatives for the future success of the Company; launching a pricing initiative to improve bill rates which lead to our achievement of record gross margin performance of 40.4%; continued optimization and expansion of HUGO, our digital engagement platform, including with enhanced functionality; managing cash flow and balance sheet well, with strong cash collections; advancing our ESG and DE&I initiatives during the year, including through hiring a DE&I leader and supporting the ESG Committee’s work; and launching Project Phoenix our multi-year technological modernization initiative that requires significant enterprise-wide effort replacing or upgrading core systems. The Compensation Committee further considered how each individual NEO performed against the NEO’s stated enterprise and functional goals and determined that each individual NEO had achieved a level of “role model” (which corresponds to a modifier of 110-150% of the target annual incentive). In making this determination, the Compensation Committee considered the following individual accomplishments by each NEO during fiscal 2023: Ms. Duchene:

  51. Annual Incentive Compensation

    | • | Continued to lead the Company through transformation to ensure the Company remains competitive now and into the future including by building on progress with respect to cost structure and profitability while maintaining and enhancing the culture of RGP; |

  52. Annual Incentive Compensation

    | • | Continued to execute on the strategic plan for the Company, including with respect to the Company’s digital transformation, improvement in value-based pricing, brand clarification and amplification and mergers and acquisition strategy; |

  53. Annual Incentive Compensation

    | • | Continued to evolve certain operating and leadership roles so that the right people are in place to accomplish the Company’s strategic goals; and |

  54. Annual Incentive Compensation

    | • | Led significant work around positioning and brand strategy, including launching the Company’s first thought leadership research and publication of a white paper, which had a measurable impact on revenue, delivering numerous speaking engagements and writing op-ed and editorial content for various publications to advance the Company’s brand. |

  55. Annual Incentive Compensation

    Ms. Ryu:

  56. Annual Incentive Compensation

    | • | Delivered exceptional financial management and financial reporting during fiscal 2023; |

  57. Annual Incentive Compensation

    | • | Continued to transform the finance function with process optimization, automation, and organizational re-design, including to continuously evolve the Finance support model to deliver higher business value globally; |

  58. Annual Incentive Compensation

    | • | Served as co-executive leader of Project Phoenix, and provided integral oversight and project management; and |

  59. Annual Incentive Compensation

    | • | Reduced costs and positioned us for continued improvement in profitability in the future by continuing to execute our real estate reduction strategy during fiscal 2023. |

  60. Annual Incentive Compensation

    Mr. Brackney:

  61. Annual Incentive Compensation

    | • | Led pricing initiative for the North America go-to-market team resulting in gross margin improvement described above; |

  62. Annual Incentive Compensation

    | • | Continued to evolve the focus and structure of the sales team to improve client centricity and operational leverage; |

  63. Annual Incentive Compensation

    | • | Partnered with Ms. Ryu to improve financial planning process and served on Steering Committee to provide leadership for Project Phoenix; and |

  64. Annual Incentive Compensation

    | • | Worked with talent leadership to reduce consultant attrition rates and improve supply and demand matching. |

  65. Annual Incentive Compensation

    There was no specific weighting of these particular factors. Based upon its evaluation of all of the foregoing criteria, as well as its general assessment of competitive compensation practices, the Compensation Committee determined that each NEO had achieved 110% of the NEO’s qualitative goals for fiscal 2023. The amounts paid to each participating NEO in respect of his or her annual incentive compensation opportunity under the EIP for fiscal 2023 are presented in column (g) of the “Summary Compensation Table — Fiscal 2021 — 2023” below.

  66. Long-Term Incentive Awards

    Long-Term Incentive Awards The Company’s view is that the NEOs’ long-term compensation should be directly linked to the value provided to our stockholders. In response to investor feedback and to better align the NEOs’ compensation with the Company’s financial goals, in fiscal 2023 the Compensation Committee granted 50% of the NEO’s long-term compensation in the form of PSUs with the remaining 50% in the form of time-based RSUs. As described in further detail below, the PSUs will be eligible to vest at the end of a three-year performance period based on the Company’s Revenue(8) and Adjusted EBITDA Margin(6)(7) (also referred to as Adjusted EBITDA Percentage in the award agreements) achieved over the performance period. The Compensation Committee selected these performance metrics for the PSUs because it believes such measures are closely correlated to our long-term business objectives and growth in stockholder value and are commonly used by investors to determine the profitability of the Company over a period of time. Furthermore, RSUs and PSUs align award recipients’ interests with our stockholders’ interests because the value of these awards is dependent upon our stock price, and these awards serve as an important retention tool as NEOs generally must remain employed for a period of years before the awards fully vest. In November 2022, the Compensation Committee granted each NEO a number of time-based RSUs and a “target” number of PSUs, each expressed as a dollar value that was then converted into a number of RSUs/PSUs based on the Company’s stock price on the date of grant. These dollar values are set forth in the table below.

  67. Long-Term Incentive Awards

    | NEO: | Time-Based RSUs (1) | PSUs (1) | Total Equity Award Value | | Kate Duchene | $1,050,000 | $1,050,000 | $2,100,000 | | Jennifer Ryu | $350,000 | $350,000 | $700,000 | | Timothy Brackney | $700,000 | $700,000 | $1,400,000 |

  68. Long-Term Incentive Awards

    | (1) These amounts are the values approved by the Compensation Committee in November 2022 and converted into the corresponding number of RSUs and the “target” number of PSUs based on the closing price of the Company’s common stock on the date of grant of the awards and rounded down to the nearest whole share. For the accounting fair value of these awards as reflected in the Summary Compensation Table, please refer to footnote (1) to the Summary Compensation Table. |

  69. Long-Term Incentive Awards

    The size of equity award granted to each of our NEOs is a decision made by the Compensation Committee in the exercise of its business judgment. In making this determination, the Compensation Committee considers its general assessment of the Company’s financial performance, Company morale, success in developing a productive management team, and risk management. The Compensation Committee also takes into account the total cash compensation paid to the NEOs in our immediately preceding fiscal year, the number and value of equity awards previously granted to the NEOs, dilution effects on our stockholders, the need to ensure that an appropriate number of shares would be available for equity awards to less-senior employees, the number and value of long-term equity awards made to comparable executives at our peer group companies (based on their published data), and the goal of providing the NEOs with total long-term equity compensation and total compensation amounts that we think are appropriate and competitive. We believe the size of each NEO’s equity award is consistent with our compensation objectives of paying for performance and putting a significant portion of the NEOs’ total compensation “at risk.” After a review of the factors described in the preceding paragraph, the Compensation Committee determined that an increased equity award value for each NEO for fiscal 2023 was appropriate to better align each NEO’s total direct compensation with the median total direct compensation received by similarly situated executives at the Company’s peer group. The Compensation Committee also determined that an increased equity award value was important to keep NEOs focused on increasing stockholder value into the future. Fiscal 2023 Time-Based RSUs. The time-based RSUs vest in a series of annual installments over a four-year vesting period. We believe this four-year vesting period provides an incentive for the NEOs to remain in our employ, and also focuses the NEOs on the long-term performance and business objectives of the Company for the benefit of our stockholders. We believe the four-year vesting period is consistent with compensation practices in the market generally and strikes an appropriate balance between the interests of the Company, our stockholders and the individual NEOs in terms of the incentive, value creation and compensatory aspects of these equity awards. Fiscal 2023 PSUs. The PSUs vest after a three-year performance period covering fiscal 2023 through fiscal 2025 if, and to the extent, the performance vesting conditions have been achieved by the Company. Such determination will be made by the Compensation Committee within sixty days following the end of the performance period. The number of vested PSUs (“Vested PSUs”) will be determined based on the Company’s Revenue and Adjusted EBITDA Percentage achieved for the performance period. The Vested PSUs will be determined by multiplying the target PSUs (including any dividend equivalents previously credited to the award) by the applicable percentage determined in accordance with the following table:

  70. Long-Term Incentive Awards

    | | Threshold Revenue (85% of Target) | Target Revenue (100%) | Stretch Revenue (110% of Target) | | Threshold Adj. EBITDA % (85% of Target) | 50% | 75% | 100% | | Target Adj. EBITDA % (100%) | 75% | 100% | 125% | | Stretch Adj. EBITDA % (110% of Target) | 100% | 125% | 150% |

  71. Long-Term Incentive Awards

    For Adjusted EBITDA Percentage or Revenue performance between the levels indicated, the applicable percentage will be determined using bilinear interpolation between points. The maximum number of Vested PSUs that may be achieved is capped at 150% of the target number of PSUs. In addition, no portion of the PSUs will be earned if the Company does not achieve both the threshold Revenue and Adjusted EBITDA Percentage levels for the performance period. General Description for RSUs and PSUs. Each RSU and PSU represents and is paid in one share of our common stock, subject to the satisfaction of applicable vesting conditions, which further aligns our NEOs’ interests with those of our stockholders. The NEOs do not have the right to vote or (with limited exceptions such as in connection with death or by court order in connection with a divorce) dispose of any RSUs or PSUs prior to the time the shares are actually issued. Each RSU and PSU is granted in tandem with a corresponding dividend equivalent right that entitles the NEO to be credited with additional RSUs or PSUs upon the Company’s payment of dividends to stockholders if the dividend equivalent right is or was outstanding on the record date. Any such additional RSUs or PSUs credited in respect of dividend equivalent rights are subject to the same vesting terms as the underlying RSUs or PSUs and vest (if at all) together with the underlying RSU or PSU to which they relate.

  72. Change In Control and Severance Benefits

    Change In Control and Severance Benefits The Company believes that severance protections play a valuable role in attracting and retaining high caliber talent. In the competitive professional services industry in which we operate, where executives are commonly being recruited by both more established companies and by start-up ventures, severance and other termination benefits are an effective way to offer executives financial security to offset the risk of accepting an opportunity with another company. Pursuant to their employment agreements in effect during fiscal 2023, each of the NEOs would be entitled to severance payments if the NEO’s employment was terminated by the Company without cause or by the NEO for good reason. Because we believe that a termination by an NEO for good reason (or constructive termination) is conceptually the same as an actual termination by the Company without cause, we believe it is appropriate to provide severance benefits following such constructive termination of the NEO’s employment. The level of severance benefits for our Chief Executive Officer differs from the other NEOs because of the scope and responsibility of the position and the competitive pay practices for the role. The NEOs’ severance benefits are generally the result of negotiations with the NEO and set at levels we believe are reasonable, consistent with similarly situated executives at our peer companies and fits our objective of attracting and retaining team-oriented executives. The employment agreements also provide for the accelerated vesting of equity awards upon a change in control of the Company. Our equity award agreements also provide for continued or accelerated vesting in connection with certain terminations of the award holder’s employment or a change in control of the Company. The NEOs’ employment agreements and the accelerated vesting provisions of the equity award agreements are described in further detail in the narrative following the “Description of Employment Agreements — Cash Compensation” section and in the “Potential Payments upon Termination or Change in Control” section below.

  73. Decisions for Fiscal 2024

    Decisions for Fiscal 2024 In July 2023, the Compensation Committee approved the Company’s executive compensation program for fiscal 2024 and reviewed each NEO’s base salary and target annual cash incentive compensation (the “target annual cash compensation”). In determining each NEO’s target annual cash compensation for fiscal 2024, the Compensation Committee considered each NEO’s length of service and performance in his or her role, the Company’s general financial performance and growth, and the target annual cash compensation of comparable executives at the Company’s peer group companies (based on their published data). Based on this analysis, the Compensation Committee did not increase any of the NEOs’ base salaries for fiscal 2024 and increased Ms. Duchene’s target annual cash incentive opportunity for fiscal 2024 to $950,000. The Compensation Committee did not make any change to Ms. Ryu’s and Mr. Brackney’s target annual cash incentive compensation opportunities for fiscal 2024. The following report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed with the SEC under the Securities Act or the Exchange Act or incorporated by reference in any document so filed.

  74. Summary Compensation Table — Fiscal 2021 to 2023

    Summary Compensation Table — Fiscal 2021 to 2023 The following table presents information regarding compensation of our NEOs for services rendered during fiscal 2021, 2022 and 2023. Unless otherwise noted, the footnote disclosures apply to fiscal 2023 compensation. For an explanation of the amounts included in the table for fiscal 2021 or 2022, please see the footnote disclosures in our Proxy Statement for the corresponding fiscal year.

  75. Summary Compensation Table — Fiscal 2021 to 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Kate W. Duchene President and Chief Executive Officer | 2023 | 791,346 | 0 | 2,099,971 | 0 | 1,097,000 | 0 | 25,592 | 4,013,909 | | | 2022 | 700,000 | 0 | 1,799,965 | 0 | 2,100,000 | 0 | 24,572 | 4,624,537 | | | 2021 | 700,000 | 0 | 1,349,996 | 0 | 836,000 | 0 | 24,775 | 2,910,771 | | Jennifer Y. Ryu Executive Vice President | 2023 | 445,308 | 0 | 699,978 | 0 | 532,000 | 0 | 23,938 | 1,701,224 | | | 2022 | 395,962 | 0 | 399,964 | 0 | 980,000 | 0 | 26,159 | 1,802,085 | | | 2021 | 375,000 | 0 | 359,990 | 0 | 391,000 | 0 | 19,216 | 1,145,206 | | Timothy L. Brackney President and Chief Operating Officer | 2023 | 588,880 | 0 | 1,399,993 | 0 | 864,000 | 0 | 25,339 | 2,878,212 | | | 2022 | 500,000 | 0 | 1,299,983 | 0 | 1,680,000 | 0 | 23,689 | 3,503,672 | | | 2021 | 500,000 | 0 | 999,992 | 0 | 613,000 | 0 | 27,401 | 2,140,393 |

  76. Summary Compensation Table — Fiscal 2021 to 2023

    | (1) The amounts reported in column (e) of the table above reflect the fair value on the grant date of the stock awards granted to our NEOs in the applicable fiscal year. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see (i) for fiscal 2023, the discussion of restricted stock unit and performance stock unit awards contained in Note 15 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements, included as part of the Fiscal 2023 Annual Report, and (ii) similar Stock Based Compensation Plan notes contained in the Company’s Consolidated Financial Statements filed on Form 10-K for prior fiscal years as to the stock awards granted in those years. The amounts included in the Summary Compensation Table above, and in the tables below in this footnote, are determined as of the grant date and may not be indicative of the value actually received by the NEO if the award vests. |

  77. Summary Compensation Table — Fiscal 2021 to 2023

    In each of fiscal 2022 and fiscal 2023, the Company granted PSUs to the NEOs that vest, in part, based on the Company’s performance. As required by the applicable SEC rules, the accounting fair value of the PSUs awarded in each fiscal year was determined based on the probable outcome of the performance-based conditions applicable to the awards (determined as of the grant date of the awards, as determined for accounting purposes). For these purposes, as of the grant date of the awards we determined that the “target” level of performance was the probable outcome of the applicable performance-based conditions. Accordingly, for the PSUs, the accounting fair value is included for the NEOs as Stock Award compensation for the year in which the grant was made based on the “target” number of shares subject to the awards. Under the terms of the PSUs at grant, between 0% and 150% of the target number of shares subject to the awards can vest, based on performance and the other vesting conditions applicable to the awards. The following tables present the accounting fair value (determined as described above as of the grant date of the awards) of the PSUs awarded to the NEOs in fiscal 2022 and fiscal 2023 under two sets of assumptions: (a) assuming that the target level of performance would be achieved as to the performance-based conditions and (b) assuming that the highest level of performance would be achieved (i.e. 150% of the target level).

  78. Summary Compensation Table — Fiscal 2021 to 2023

    | | Fiscal 2022 PSUs | | | Executive Officer | Grant Date Fair Value (Target Level of Performance) ($) | Grant Date Fair Value (Maximum Level of Performance) ($) | | Kate W. Duchene | 899,983 | 1,349,974 | | Jennifer Y. Ryu | 199,982 | 299,973 | | Timothy L. Brackney | 649,992 | 974,987 |

  79. Summary Compensation Table — Fiscal 2021 to 2023

    | | Fiscal 2023 PSUs | | | Executive Officer | Grant Date Fair Value (Target Level of Performance) ($) | Grant Date Fair Value (Maximum Level of Performance) ($) | | Kate W. Duchene | 1,049,986 | 1,574,979 | | Jennifer Y. Ryu | 349,989 | 524,984 | | Timothy L. Brackney | 699,996 | 1,049,994 |

  80. Summary Compensation Table — Fiscal 2021 to 2023

    | (2) The amounts reported in column (g) above represent amounts earned under the EIP for the applicable fiscal year. |

  81. Summary Compensation Table — Fiscal 2021 to 2023

    | (3) The following table identifies the items reported in column (j) “All Other Compensation” for each NEO for fiscal 2023: |

  82. Summary Compensation Table — Fiscal 2021 to 2023

    | Executive Officer | Automobile Allowance ($) | 401(k) Plan Matching Contribution ($) | Total ($) | | Kate W. Duchene | 15,000 | 10,592 | 25,592 | | Jennifer Y. Ryu | 15,000 | 8,938 | 23,938 | | Timothy L. Brackney | 15,000 | 10,339 | 25,339 |

  83. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table presents information regarding (i) the RSU and PSU awards granted to NEOs in fiscal 2023, and (ii) potential threshold, target and maximum amounts payable under the NEOs’ annual incentive compensation opportunity under the EIP for fiscal 2023. The material terms of each of these compensation opportunities are described below and in the “Compensation Discussion and Analysis” section above.

  84. Grants of Plan-Based Awards in Fiscal 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Kate W. Duchene | n/a | 412,500 | 825,000 | 2,475,000 | — | — | — | — | — | | | 11/9/2022 | — | — | — | — | — | — | 57,565 | 1,049,986 | | | 11/9/2022 | — | — | — | 28,783 | 57,565 | 86,348 | — | 1,049,986 | | Jennifer Y. Ryu | n/a | 200,000 | 400,000 | 1,200,000 | — | — | — | — | — | | | 11/9/2022 | — | — | — | — | — | — | 19,188 | 349,989 | | | 11/9/2022 | — | — | — | 9,594 | 19,188 | 28,782 | — | 349,989 | | Timothy L. Brackney | n/a | 325,000 | 650,000 | 1,950,000 | — | — | — | — | — | | | 11/9/2022 | — | — | — | — | — | — | 38,377 | 699,996 | | | 11/9/2022 | — | — | — | 19,189 | 38,377 | 57,566 | — | 699,996 |

  85. Grants of Plan-Based Awards in Fiscal 2023

    | (1) Amounts reported represent the potential amounts payable to participating NEO under the EIP for fiscal 2023 at threshold, target and maximum performance levels. The actual amounts payable to each NEO under the EIP for fiscal 2023 are reported in column (g) (Non-Equity Incentive Plan Compensation) of the “Summary Compensation Table — Fiscal 2021 — 2023” above. |

  86. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The amounts reported in column (j) of the table above reflect the fair value of these RSU and PSU awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of our consolidated financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts reported in column (j), please see footnote (1) to the “Summary Compensation Table — Fiscal 2021 — 2023” above. |

  87. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table presents information regarding the outstanding equity awards held by each NEO as of May 27, 2023, the end of fiscal 2023.

  88. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($) (3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Kate W. Duchene | 6/2/2014 | 40,000 | — | 12.18 | 6/2/2024 | — | — | — | — | | | 8/31/2015 | 38,000 | — | 15.69 | 8/31/2025 | — | — | — | — | | | 9/9/2016 | 38,000 | — | 14.52 | 9/9/2026 | — | — | — | — | | | 11/3/2017 | 75,000 | — | 15.80 | 11/3/2027 | — | — | — | — | | | 10/5/2018 | 85,000 | — | 18.96 | 10/5/2028 | — | — | — | — | | | 9/17/2019 | 75,000 | 25,000 | 17.44 | 9/17/2029 | — | — | — | — | | | 11/12/2020 | — | — | — | — | 63,160 | 983,401 | — | — | | | 11/11/2021 | — | — | — | — | 38,340 | 596,954 | — | — | | | 11/11/2021 | — | — | — | — | — | — | 76,679 | 1,193,892 | | | 11/9/2022 | — | — | — | — | 58,454 | 910,129 | — | — | | | 11/9/2022 | — | — | — | — | — | — | 29,227 | 455,064 | | Jennifer Y. Ryu | 9/17/2019 | 11,250 | 3,750 | 17.44 | 9/17/2029 | — | — | — | — | | | 2/4/2020 | 11,250 | 3,750 | 15.29 | 2/4/2030 | — | — | — | — | | | 2/4/2020 | — | — | — | — | 2,500 | 38,925 | — | — | | | 11/12/2020 | — | — | — | — | 16,843 | 262,246 | — | — | | | 11/11/2021 | — | — | — | — | 8,520 | 132,656 | — | — | | | 11/11/2021 | — | — | — | — | — | — | 17,039 | 265,297 | | | 11/9/2022 | — | — | — | — | 19,484 | 303,366 | — | — | | | 11/9/2022 | — | — | — | — | — | — | 9,742 | 151,683 |

  89. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($) (3) | | Timothy L. Brackney | 6/2/2014 | 2,000 | — | 12.18 | 6/2/2024 | — | — | — | — | | | 8/31/2015 | 25,000 | — | 15.69 | 8/31/2025 | — | — | — | — | | | 9/9/2016 | 30,000 | — | 14.52 | 9/9/2026 | — | — | — | — | | | 11/3/2017 | 35,000 | — | 15.80 | 11/3/2027 | — | — | — | — | | | 10/5/2018 | 50,000 | — | 18.96 | 10/5/2028 | — | — | — | — | | | 9/17/2019 | 41,250 | 13,750 | 17.44 | 9/17/2029 | — | — | — | — | | | 11/12/2020 | — | — | — | — | 46,786 | 728,458 | — | — | | | 11/11/2021 | — | — | — | — | 27,690 | 431,133 | — | — | | | 11/11/2021 | — | — | — | — | — | — | 55,380 | 862,267 | | | 11/9/2022 | — | — | — | — | 38,970 | 606,763 | — | — | | | 11/9/2022 | — | — | — | — | — | — | 19,485 | 303,381 |

  90. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (1) Subject to each NEO’s continued employment, each stock option grant was scheduled to become vested and exercisable over a four-year period, with one-fourth of each option grant becoming vested and exercisable on each of the first four anniversaries of the grant date of the option. The grant date of each option is included in the table above under column (b). All unexercised options expire ten years from the date of grant. As described in the “Potential Payments upon Termination or Change in Control” section below, all or a portion of each option grant may vest earlier in connection with certain change in control or other corporate transactions or certain terminations of employment. |

  91. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (2) Subject to each NEO’s continued employment, each restricted stock or RSU award was scheduled to become vested over a four-year period, with one-fourth of each award becoming vested on each of the first four anniversaries of the grant date of the award. The grant date of each restricted stock or RSU award is included in the table above under column (b). The number of RSUs set forth in the table above includes dividend equivalents credited with respect to such award as of fiscal year end. As described in the “Potential Payments upon Termination or Change in Control” section below, all or a portion of each restricted stock or restricted stock unit award may vest earlier in connection with certain change in control or other corporate transactions or certain terminations of employment. |

  92. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (3) The market value of stock awards reported in column (h) or (j) is computed by multiplying the applicable number of shares of stock reported in column (g) or (i), by $15.57, the closing market price of the Company’s common stock on May 26, 2023, the last trading day of fiscal 2023. |

  93. Outstanding Equity Awards at Fiscal 2023 Year-End

    | (4) Subject to each NEO’s continued employment, each PSU award will vest at the end of a three-year performance period based on the Company’s Revenue and Adjusted EBITDA Margin achieved for the performance period. The number of PSUs that vest will range from 0-150% of the target number of shares subject to the award. The amounts presented in the table above includes dividend equivalents credited with respect to such award as of fiscal year end. For awards granted in November 2021 (which have a performance period covering fiscal 2022 through fiscal 2024), the awards presented in the table above reflect the maximum number of shares subject to the award as the Company’s performance as of fiscal 2023 year-end against the goals established for the award was tracking above the target level of performance for the award. For awards granted in November 2022 (which have a performance period covering fiscal 2023 through fiscal 2025), the awards presented in the table above reflect the threshold number of shares subject to the award as the Company’s performance as of fiscal 2023 year-end against the goals established for the award was tracking below the threshold level of performance for the award. As described in the “Potential Payments upon Termination or Change in Control” section below, all or a portion of each PSU award may vest earlier in connection with certain change in control or other corporate transactions or certain terminations of employment. |

  94. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table summarizes the stock options that were exercised and stock awards that vested during fiscal 2023 that were previously granted to our NEOs.

  95. Option Exercises and Stock Vested in Fiscal 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | (a) | (b) | (c) | (d) | (e) | | Kate W. Duchene | 35,000 | 171,500 | 43,683 | 803,767 | | Jennifer Y. Ryu | — | — | 13,589 | 249,288 | | Timothy L. Brackney | 1,500 | 5,145 | 32,124 | 591,082 |

  96. Option Exercises and Stock Vested in Fiscal 2023

    | (1) The dollar amounts shown for stock options in column (c) above are determined by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the exercise date and the exercise price of the options. |

  97. Option Exercises and Stock Vested in Fiscal 2023

    | (2) The dollar amounts shown in column (e) above are determined by multiplying the number of shares or units (including any dividend equivalent rights), as applicable, that vested by the per-share closing price of our common stock on the vesting date. |

  98. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following section describes the benefits that may become payable to the NEOs in connection with certain terminations of their employment with the Company and/or a change in control of the Company. All such benefits will be paid or provided by the Company.

  99. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the median of the total annual compensation of all of our employees (other than our Chief Executive Officer) to the total annual compensation of Ms. Duchene, our President and Chief Executive Officer. We believe the pay ratio disclosed below is a reasonable estimate calculated in a matter consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and exclusions and to make reasonable assumptions and estimates and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. For fiscal 2023:

  100. CEO Pay Ratio Disclosure

    | • | The median of the annual total compensation (with total compensation for this purpose determined on the same basis as used to determine the “Total” compensation of our NEOs as reported in the Summary Compensation Table) for fiscal 2023 of all of our employees, other than Ms. Duchene, was $127,560. |

  101. CEO Pay Ratio Disclosure

    | • | Ms. Duchene’s annual total compensation for fiscal 2023, as reported in the Total column of the Summary Compensation Table, was $4,013,909. |

  102. CEO Pay Ratio Disclosure

    | • | Based on this information, the ratio of the annual total compensation of Ms. Duchene to the median of the annual total compensation of all of our employees (other than Ms. Duchene) is estimated to be 31.5 to 1. |

  103. CEO Pay Ratio Disclosure

    Applicable SEC rules permit us to use the same median employee in calculating the pay ratio above as the median employee we identified in 2022 in presenting the pay ratio in our proxy statement for our annual meeting of stockholders held in 2022 (the “2022 median employee”) if there have been no changes that we reasonably believe would significantly affect this pay ratio disclosure and to substitute another employee for the median employee in certain circumstances. We believe that there have been no changes to our employee population or compensation arrangements that would result in a significant change to the pay ratio disclosure. Accordingly, the median employee used in calculating the pay ratio above was the 2022 median employee. After identifying the median employee using the above methodology, we calculated annual total compensation for that employee using the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table.

  104. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following summarizes the relationship between our CEO’s, and our other Named Executive Officers’, total compensation paid and our financial performance for the years shown in the table (in this discussion, our CEO is also referred to as our principal executive officer or “PEO”, and our Named Executive Officers other than our CEO are referred to as our “Non-PEO NEOs”).

  105. 2023 Pay-versus-Performance Table

    | Year (1) | Summary Compensation Table Total for PEO ($) (2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (5) | Adjusted EBITDA ($) (6) | | | | | | | Total Stockholder Return ($) (4) | Peer Group Total Stockholder Return ($) (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 4,013,909 | 3,776,753 | 2,289,718 | 2,093,310 | 157.85 | 172.04 | 54,359,000 | 100,194,000 | | 2022 | 4,624,537 | 5,449,459 | 2,652,879 | 3,274,788 | 178.65 | 161.97 | 67,175,000 | 103,131,000 | | 2021 | 2,910,771 | 3,524,927 | 1,642,800 | 1,986,307 | 138.57 | 149.01 | 25,229,000 | 52,794,000 |

  106. 2023 Pay-versus-Performance Table

    | (3) For purposes of this table, the compensation actually paid (also referred to as “Compensation Actually Paid” or “CAP”) to each of our NEOs means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable year less the grant date fair values of stock awards and option awards included in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the NEO for the applicable year, and adjusted for the following with respect to the RSUs and PSUs granted to the NEO, including any dividend equivalents granted with respect to such awards: |

  107. 2023 Pay-versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $4,013,909 | $4,624,537 | $2,910,771 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($2,099,971) | ($1,799,965) | ($1,349,996) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $1,910,412 | $1,871,266 | $1,742,547 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | ($114,458) | $521,263 | $197,582 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $5,861 | $5,079 | — | | Change in Fair Value at Vesting of Option and Stock Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $61,000 | $227,279 | $24,023 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Period to Vesting Date | — | — | — | | Compensation Actually Paid | $3,776,753 | $5,449,459 | $3,524,927 |

  108. 2023 Pay-versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $2,289,718 | $2,652,879 | $1,642,800 | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ($1,049,986) | ($849,974) | ($679,991) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $954,112 | $885,349 | $877,719 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | ($218,403) | $429,984 | $120,829 | | Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $2,899 | $2,558 | — | | Change in Fair Value at Vesting of Option and Stock Awards Granted in Prior Fiscal Years That Vested During Fiscal Year | $113,745 | $152,067 | $22,325 | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Period to Vesting Date | $1,225 | $1,925 | $2,625 | | Compensation Actually Paid | $2,093,310 | $3,274,788 | $1,986,307 |

  109. Proposal 1. Election of Directors

    Proposal 1. Election of Directors Once a quorum has been established, under our Bylaws, each director nominee must receive the vote of a majority of the votes cast with respect to that director’s election in order to be elected to our Board (that is, the number of shares voted “FOR” the director nominee must exceed the number of votes cast “AGAINST” that director nominee). Each stockholder will be entitled to vote the number of shares of common stock held as of the close of business on the record date by that stockholder for each director nominee. Stockholders will not be allowed to cumulate their votes in the election of directors. If any of the director nominees named in Proposal 1, each of whom is currently serving as a director, is not elected at the Annual Meeting by the requisite majority of votes cast, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, any incumbent director who fails to receive a majority of the votes cast must tender his or her resignation to the Secretary of the Company promptly following certification of the election results. In such circumstances, the Board, taking into account the recommendation of the Corporate Governance and Nominating Committee of the Board, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results.