DEF 14A of ST Joe Co
Filed Apr 1, 2025 · FY20240001140361-25-011617
The St. Joe Company | 2025 Proxy Statement i
| EXECUTIVE COMPENSATION | 28 | | 2024 Summary Compensation Table | 28 | | Grants of Plan-Based Awards | 29 | | Outstanding Equity Awards at December 31, 2024 | 30 | | Option Exercises and Stock Vested in 2024 Fiscal Year | 30 | | Potential Payments Upon Termination or Change in Control | 31 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 32 | | CEO PAY RATIO | 33 | | PAY VERSUS PERFORMANCE | 34 | | PROPOSAL 4 – APPROVAL OF THE ST. JOE COMPANY 2025 PERFORMANCE AND EQUITY INCENTIVE PLAN | 38 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS | 46 | | Principal Holders of Stock | 46 | | Common Stock Ownership by Directors and Executive Officers | 47 | | Delinquent Section 16(a) Reports | 47 | | OTHER MATTERS | 48 | | Shareholder Proposals for 2026 Annual Meeting of Shareholders | 48 | | List of Shareholders Entitled to Vote at the Annual Meeting | 48 | | Communication with St. Joe’s Board of Directors | 48 | | Available Information | 48 | | Electronic Delivery | 49 | | Householding | 49 |
Date, Time and Location of the Annual Meeting of Shareholders
| Cesar L. Alvarez Age 77 Director since 2012 Committees: • Audit • CHC • Governance | Mr. Alvarez is the Senior Chairman of the international law firm of Greenberg Traurig, LLP, a position he has held since February 2016. He previously served as the law firm’s Executive Chairman and Co-Chairman from January 2010 to January 2016 and as the firm’s Chief Executive Officer from 1997 until his election as Executive Chairman in 2010. During his combined 15-year tenure as Chief Executive Officer and Executive Chairman, Mr. Alvarez led the firm to become one of the top ten law firms in the United States and globally with offices in the United States, Europe, Middle East, Asia and Latin America. | | | Mr. Alvarez currently serves as Vice-Chairman of the board of directors of Watsco, Inc. (NYSE), where he has served since June 2017 and previously served as a director from May 1997 to May 2015. In addition, he serves on the board of directors for the Intrexon Corporation, now known as Precigen, Inc. (NASDAQ), where he has served since February 2008. Previously, Mr. Alvarez served on the board of directors of the Fairholme Funds, Inc. (“Fairholme Funds”), a family of publicly-traded focused investment funds until his retirement in February 2020. | | | Qualifications. The Board nominated Mr. Alvarez to serve as a director due to his management experience as the Senior Chairman and as former Chief Executive Officer of one of the nation’s largest law firms with professionals providing services in multiple locations across the world, as well as his many years of corporate governance experience, both counseling and serving on the boards of directors of other publicly traded companies. | | Howard S. Frank Age 84 Director since 2011 Lead Independent Director since 2024 Committees: • Audit (Chairman) • CHC (Chairman) • Governance (Chairman) | Until November 30, 2023, Mr. Frank was a Senior Advisor to the Chief Executive Officer of the Costa Group, Europe’s largest cruise company, a position he held since December 2017. From January 1998 until December 2012, Mr. Frank served as the Chief Operating Officer and Vice Chairman of the board of directors of Carnival Corporation & plc (“Carnival”) (NYSE), the largest cruise vacation group in the world. Mr. Frank is a past Chairman and a Trustee Emeritus of the New World Symphony. Until November 30, 2023, he served on the board of Venezia Investimenti, SRL and APVS SRL in Venice, Italy. Previously, Mr. Frank served on the board of directors of the Fairholme Funds, a family of publicly-traded focused investment funds until his retirement in February 2020. | | | Qualifications. The Board nominated Mr. Frank to serve as a director because of his extensive financial and operating experience and sound business judgment demonstrated throughout his career with Carnival, as well as his experience as an Audit Committee Chair with Fairholme Funds. | | Rhea Goff Age 44 Director since 2024 | Ms. Goff currently serves as our Senior Vice President and Chief Administrative Officer, a position she has held since April 2019. Ms. Goff oversees functions and teams that provide support to the Company’s operating segments. Ms. Goff began working for the Company in 2003 as a Human Resources Assistant at the WaterColor Inn & Resort focusing on human resources for the Company’s hospitality operations in Walton and Bay Counties. In 2005, Ms. Goff’s role expanded to a corporate position managing human resources for the Northwest Florida region. Ms. Goff is now responsible for oversight of all human resources operations throughout the Company. She also oversees Marketing and Information Technology as well as a variety of the Company’s corporate administration, policies, and compliance matters. Ms. Goff earned her bachelor’s degree from Florida State University in 2001. Ms. Goff previously served on the Boards of various education and community organizations. Ms. Goff currently serves on the Boards of The St. Joe Community Foundation, Florida’s Great Northwest, Florida’s Great Northwest Foundation, and the Walton County School District Business Advisory Board, the Board of Trustees of Northwest Florida State College and the Florida Commission on Community Service. | | | Qualifications. The Board nominated Ms. Goff to serve as a director because of her extensive knowledge of the Company's businesses and experience overseeing various aspects of the Company's operations, including human resource operations and information systems. |
Date, Time and Location of the Annual Meeting of Shareholders
| Jorge L. Gonzalez Age 60 Director since 2015 Chairman of the Board since 2024 | Mr. Gonzalez joined us in 2002 and has served as our President and Chief Executive Officer (“CEO”) since November 2015. During his time with the Company, Mr. Gonzalez has served in roles of increasing responsibility. Mr. Gonzalez has three decades of continuous experience in various planning and real estate related roles. Mr. Gonzalez currently serves on The Florida State University’s Board of Trustees and the Board of Trustees of The St. Joe Community Foundation and has previously served on various community boards and organizations, including as the Chairman of the Bay County Economic Development Alliance, the Gulf Coast Regional Medical Center Board of Directors, the Panama City Beach Chamber of Commerce Board of Directors, the Florida Chamber of Commerce Board of Directors, and Enterprise Florida. Mr. Gonzalez has undergraduate and graduate degrees from Florida State University. | | | Qualifications. The Board nominated Mr. Gonzalez to serve as a director because of his extensive experience in the real estate development industry, including as an executive officer of the Company. | | Thomas P. Murphy, Jr. Age 76 Director since 2011 Committees: • Audit • CHC • Governance | Mr. Murphy is Founder, Chairman and Chief Executive Officer of Coastal Construction Group (“Coastal”). Prior to the formation of Coastal, Mr. Murphy became the youngest contractor in state history, earning his contractor’s license at age 19 while attending the University of Miami. He left school to renovate the fraternity house in which he was living and has been in the construction and development business ever since. Today, Coastal is one of the leading general contractors in Florida with more than $5.0 billion in active commercial and residential projects throughout the state. From 2008 until 2018, Mr. Murphy served on the board of directors of Interval Leisure Group, a publicly-traded hospitality company which was acquired by Marriott Vacations Worldwide. Mr. Murphy is also an honorary board member of Baptist Health Systems of South Florida. In addition, Mr. Murphy is a member of the Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association. | | | Qualifications. The Board nominated Mr. Murphy to serve as a director because of his valuable entrepreneurial skills and extensive knowledge of construction and real estate in Florida as well as his previous experience serving on the board of directors of a publicly-traded company. |
Corporate Governance Guidelines
| • | Director compensation; and |
Director Compensation
Director Compensation Annual Retainer. For 2024, our Board approved the annual retainer fees set forth below, payable in cash. We do not pay meeting fees or award annual stock grants to our non-employee directors. Annual retainer fees are payable quarterly in advance.
Director Compensation
| • | $125,000 for each non-employee director; |
Director Compensation
| • | an additional $25,000 for the Chairman of the Board; |
Director Compensation
| • | an additional $25,000 for the Chairman of the Governance Committee; |
Director Compensation
| • | an additional $25,000 for the Chairman of the CHC Committee; and |
Director Compensation
| • | an additional $25,000 for the Chairman of the Audit Committee. |
Director Compensation
Mr. Berkowitz waived his right to receive compensation related to his service on the Board in 2024. Expense Reimbursement. We reimburse directors for travel expenses related to attending Board and committee meetings and for other company related business. In certain circumstances, we will pay the costs for directors to fly on a private airplane to attend Board and committee meetings or for other company business. We may also invite director spouses to accompany directors to some of our Board meetings, for which we pay or reimburse travel expenses. In addition, we reimburse directors for seminar fees and travel expenses associated with attending one approved educational seminar each year. Charitable Matching Program. We have chosen to support the charitable and civic activities of our directors. We will match each director’s cash contributions to charities in which he or she serves as an officer or trustee up to an aggregate annual amount of $5,000 per director. We will also contribute to events at which directors are recognized for their services to charitable or civic causes.
2024 Director Compensation
2024 Director Compensation The following table sets forth the compensation paid in 2024 to each director, other than Mr. Gonzalez and Ms. Goff, both of whose 2024 compensation for their respective services as President and CEO and Senior Vice President and Chief Administrative Officer is discussed under “Executive Compensation” in this proxy statement. Mr. Gonzalez and Ms. Goff do not receive additional compensation for their service on the Board.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | Cesar L. Alvarez | 125,000 | — | 125,000 | | Bruce R. Berkowitz(1) | — | — | — | | Howard S. Frank | 200,000 | 2,432(2) | 202,432 | | Thomas P. Murphy | 125,000 | — | 125,000 |
2024 Director Compensation
| (1) Mr. Berkowitz waived his right to receive any compensation for his service on the Board in 2024. |
2024 Director Compensation
| (2) Consists of reimbursements for out-of-pocket travel expenses incurred in connection with Board service. |
Discretionary Cash Incentives
Discretionary Cash Incentives Objective. The CHC Committee awards discretionary cash incentives to our NEOs to reward such officers for their individual contributions to our overall performance in a given year and to assist in providing a competitive compensation package. The CHC Committee believes that discretionary cash incentives, if any, should be subject to the achievement by the Company of the financial and operational objectives set by the Board from time to time, the financial results of the Company during the year, the Company’s liquidity position at the end of the year and the Board’s expectations regarding the required uses of liquidity in the upcoming year. We believe that making such compensation “at risk” provides significant motivation for increasing Company and individual performance. Performance Considerations. Discretionary cash incentives (if any) will be paid based on the CHC Committee’s discretionary evaluation of our overall financial performance, the contribution of the particular NEO to such performance and the other factors discussed above. The CHC Committee also takes into consideration the target cash incentive amounts set in such NEO’s employment agreement, if applicable. The amount of any discretionary cash incentive awarded is determined by the CHC Committee, in its sole discretion, and in consultation with the independent directors of the Board. Cash incentives are typically paid during the first quarter; however, the CHC Committee has, and may in the future, decide to award cash incentives during the year for exemplary performance. Committee Actions Taken with Respect to 2024 Performance. The CHC Committee, in consultation with the independent directors of the Board, approved the following discretionary cash bonus awards for 2024 performance: $586,845 for Mr. Gonzalez, $390,432 for Mr. Bakun, $283,780 for Ms. Walters and $211,750 for Ms. Goff.
Restricted Stock Awards
Restricted Stock Awards Objective. The CHC Committee grants NEOs equity awards under the LTIP to incentivize long-term value creation by aligning each NEO’s interests with those of our shareholders, to reward strong performers, and to retain key personnel through long-term vesting. The CHC Committee believes that the LTIP should incentivize performance and provide retention incentives. The RSAs are time-based grants granted under the 2015 Plan (which generally vest in three annual installments) that provide relatively predictable compensation and align each NEO’s interests with those of our shareholders’ through meaningful stock ownership. For 2024, the aggregate grant date fair values of the RSAs granted to our NEOs, determined in accordance with FASB ASC Topic 718, were as follows: $586,878 for Mr. Gonzalez, $244,045 for Mr. Bakun, $202,721 for Ms. Walters, and $151,269 for Ms. Goff. Further discussion of the timing of the RSAs is set forth in the “Corporate Governance – Policies and Practices Related to the Timing of Equity Awards” section above. Performance Considerations. The number of RSAs granted was based on a percentage of each NEO’s base salary. Accordingly, the CHC Committee’s consideration of the executive officer’s responsibilities, experience, potential, individual performance (as well as other factors including demand in the labor market and comparable salaries for the particular executive and succession planning), and the CHC Committee’s evaluation of its competitive market position used to set and adjust individual NEO salary levels also informs the setting and adjusting of RSAs. Likewise, the judgment that the CHC Committee uses based on all available information to set a base salary that results in a competitive pay package also informs the setting and adjusting of RSAs.
Employment and Other Agreements
Employment and Other Agreements With the exception of Mr. Bakun, the CHC Committee has not offered employment agreements or other change in control or severance protections to our NEOs, who serve the Company on an “at-will” basis.
Employment Agreement with Mr. Bakun
Employment Agreement with Mr. Bakun In connection with his appointment as Chief Financial Officer, we entered into an employment agreement with Mr. Bakun to serve as Chief Financial Officer for a period of one year, commencing on October 7, 2013. On April 1st of each successive one-year anniversary from that date, the employment agreement will automatically renew for an additional year, unless it is terminated at least 30 days prior to the applicable renewal date. Pursuant to the employment agreement, Mr. Bakun will receive an annual base salary initially set at $350,000, which may be increased by the CHC Committee. In addition, Mr. Bakun is eligible for an annual cash incentive with a target award of up to 100% of his base salary rate. The employment agreement provides that, upon termination of Mr. Bakun’s employment following his resignation for “good reason,” for a reason other than for “cause” or due to his death or disability, Mr. Bakun would be entitled to receive the following, subject to the execution of a general release agreement: (i) an amount equal to his annual base salary as of the termination date, paid ratably over a 12 month period following such date; and (ii) a monthly amount equal to the employer portion of the applicable COBRA premium for the level of coverage that Mr. Bakun has as of the termination date, which will be paid for a period of 18 months. The employment agreement provides for certain noncompetition, confidentiality, non-solicitation and non-disparagement covenants. Mr. Bakun’s severance payments are conditioned upon his continued compliance with the foregoing restrictive covenants. Mr. Bakun’s employment agreement does not provide for any additional benefits if such termination occurs in connection with a change in control. In addition, the employment agreement does not provide any gross-up for excise taxes. Instead, the employment agreement provides that any amounts payable to Mr. Bakun by the Company will be reduced, as necessary, to avoid the payment of any excise taxes pursuant to Sections 280G and 4999 of the U.S. Internal Revenue Code, if the reduction would provide him with a greater after tax amount than if such amounts were not reduced. Additionally, the employment agreement does not provide for any additional benefits in the event of death or termination due to disability.
Severance
Severance Except as described above with respect to Mr. Bakun, we do not have any other severance or post-employment payment arrangements in place with any of our NEOs.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth the compensation earned by each of our NEOs for 2024, 2023, and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(6) | Total ($) | | Jorge L. Gonzalez President, Chief Executive Officer and Chairman of the Board | 2024 | 572,125 | 586,845 | 586,878(2) | 608 | 1,746,456 | | | 2023 | 505,631 | 765,450 | 510,336 | 684 | 1,782,101 | | | 2022 | 480,462 | 792,000 | 486,082 | 684 | 1,759,228 | | Marek Bakun EVP and Chief Financial Officer | 2024 | 477,984 | 390,432 | 244,045(3) | 14,408 | 1,126,869 | | | 2023 | 431,768 | 435,750 | 217,912 | 11,909 | 1,097,339 | | | 2022 | 410,385 | 373,500 | 207,528 | 12,880 | 1,004,293 | | Elizabeth J. Walters SVP, Chief Legal Officer and Corporate Secretary | 2024 | 398,313 | 283,780 | 202,721(4) | 14,408 | 899,222 | | | 2023 | 365,179 | 331,695 | 184,288 | 11,627 | 892,789 | | | 2022 | 347,000 | 245,700 | 175,518 | 12,869 | 781,087 | | Rhea Goff SVP and Chief Administrative Officer | 2024 | 297,212 | 211,750 | 151,269(5) | 11,100 | 671,331 | | | 2023 | 260,573 | 220,000 | 137,507 | 12,380 | 630,460 | | | 2022 | 196,308 | 140,000 | 100,002 | 12,652 | 448,962 |
2024 Summary Compensation Table
| (1) The amount reported reflects the aggregate grant date fair values of the RSAs granted in the respective year, determined in accordance with FASB ASC Topic 718. |
2024 Summary Compensation Table
| (2) The amount reported reflects the grant of 5,418 RSAs on February 20, 2024, pursuant to our 2015 Plan. These RSAs will vest in three equal annual installments on February 20, 2025, 2026, and 2027, subject to Mr. Gonzalez’s continued employment. The amount reported also reflects the grant of 5,418 RSAs on February 20, 2024, pursuant to our 2015 Plan. These RSAs will vest in full on January 24, 2030 (Mr. Gonzalez’s 65th birthday), subject to Mr. Gonzalez’s continued employment. |
2024 Summary Compensation Table
| (3) The amount reported reflects the grant of 4,506 RSAs on February 20, 2024, pursuant to our 2015 Plan. These RSAs will vest in three equal annual installments on February 20, 2025, 2026, and 2027, subject to Mr. Bakun’s continued employment. |
2024 Summary Compensation Table
| (4) The amount reported reflects the grant of 3,743 RSAs on February 20, 2024, pursuant to our 2015 Plan. These RSAs will vest in three equal annual installments on February 20, 2025, 2026, and 2027, subject to Ms. Walters’ continued employment. |
2024 Summary Compensation Table
| (5) The amount reported reflects the grant of 2,793 RSAs on February 20, 2024, pursuant to our 2015 Plan. These RSAs will vest in three equal annual installments on February 20, 2025, 2026, and 2027, subject to Ms. Goff’s continued employment. |
2024 Summary Compensation Table
| (6) Amounts in this column for 2024 are detailed in the table below: |
2024 Summary Compensation Table
| Name | Company Contributions to 401(k) Match ($)(a) | Term Life Insurance Premiums ($)(b) | Total all Other Compensation ($) | | Jorge L. Gonzalez | — | 608 | 608 | | Marek Bakun | 13,800 | 608 | 14,408 | | Elizabeth J. Walters | 13,800 | 608 | 14,408 | | Rhea Goff | 10,501 | 599 | 11,100 |
2024 Summary Compensation Table
| (a) Represents 401(k) Company match. |
2024 Summary Compensation Table
| (b) Represents life insurance premiums paid by the Company on behalf of the NEOs, for coverage based on their base salaries up to a maximum of base salary of $300,000 . |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information concerning plan-based awards granted to NEOs pursuant to our 2015 Plan in the 2024 fiscal year.
Grants of Plan-Based Awards
| Name | Grant Date | All stock awards: Number of securities underlying awards (#) | All option awards: Number of securities underlying options (#) | Exercise or base price of option awards (#) | Grant date fair value of stock and option awards ($)(1) | | Jorge L. Gonzalez | 2/20/2024 | 5,418 | — | — | 293,439 | | | 2/20/2024 | 5,418 | | | 293,439 | | Marek Bakun | 2/20/2024 | 4,506 | — | — | 244,045 | | Elizabeth J. Walters | 2/20/2024 | 3,743 | — | — | 202,721 | | Rhea Goff | 2/20/2024 | 2,793 | — | — | 151,269 |
Grants of Plan-Based Awards
| (1) Reflects the aggregate grant date value of the RSAs, determined in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | Stock Awards | | | | | | Name | Grant Date | Number of RSAs that have not Vested (#)(1)(2) | Market Value of RSAs that have not Vested ($)(3) | Equity Incentive Plan Awards # of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Jorge L. Gonzalez | 2/20/2024 | 5,418 | 243,431 | | | | | 2/20/2024 | 5,418 | 243,431 | | | | | 2/21/2023 | 3,840 | 172,531 | — | — | | | 2/21/2023 | 5,760 | 258,797 | — | — | | | 2/22/2022 | 1,734 | 77,909 | — | — | | | 4/8/2022 | 4,361 | 195,940 | — | — | | Marek Bakun | 2/20/2024 | 4,506 | 202,455 | | | | | 2/21/2023 | 3,279 | 147,325 | — | — | | | 2/22/2022 | 1,480 | 66,496 | — | — | | Elizabeth J. Walters | 2/20/2024 | 3,743 | 168,173 | | | | | 2/21/2023 | 2,773 | 124,591 | — | — | | | 2/22/2022 | 1,252 | 56,252 | — | — | | Rhea Goff | 2/20/2024 | 2,793 | 125,489 | | | | | 2/21/2023 | 2,069 | 92,960 | — | — | | | 2/22/2022 | 713 | 32,035 | — | — |
Outstanding Equity Awards at December 31, 2024
| (1) The RSAs granted February 20, 2024, February 21, 2023 and February 22, 2022 will vest in three equal annual installments of each of the first through third anniversaries of the date of grant, subject to NEO’s continued employment. 5,418 of the RSAs granted to Mr. Gonzalez on February 20, 2024, 5,760 of the RSAs granted to Mr. Gonzalez on February 21, 2023 and 4,361 of the RSAs granted to Mr. Gonzalez on April 8, 2022 will vest as described in footnote 2, rather than as described in this footnote 1. |
Outstanding Equity Awards at December 31, 2024
| (2) 5,418 of the RSAs granted February 20, 2024, 5,760 of the RSAs granted February 21, 2023 and 4,361 of the RSAs granted April 8, 2022 to Mr. Gonzalez will vest in full on January 24, 2030 (Mr. Gonzalez’s 65th birthday), subject to his continued employment. |
Outstanding Equity Awards at December 31, 2024
| (3) Based on the closing price of the Company’s stock on December 31, 2024 ($44.93), the final trading day of fiscal year 2024. |
Option Exercises and Stock Vested in 2024 Fiscal Year
Option Exercises and Stock Vested in 2024 Fiscal Year
Option Exercises and Stock Vested in 2024 Fiscal Year
| | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Jorge L. Gonzalez | — | — | 3,653 | 202,884 | | Marek Bakun | — | — | 3,121 | 173,338 | | Elizabeth J. Walters | — | — | 2,639 | 146,567 | | Rhea Goff | — | — | 1,749 | 97,043 |
Option Exercises and Stock Vested in 2024 Fiscal Year
| (1) The value realized on vesting is determined by multiplying the number of units vested by our closing stock price on the date the units vested. For 2024, units granted on February 22, 2022 vested on February 22, 2024 and units granted on February 21, 2023 vested on February 21, 2024, and the closing stock price on those dates were $55.97 and $55.15, respectively. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Other than Mr. Bakun’s employment agreement described in “Compensation Discussion and Analysis-Employment and Other Agreements” above, we do not have any severance, change in control, or other post-employment payment arrangements with any of our NEOs.
Bakun Employment Agreement
| Type of Payment/Benefit | Payments Upon Termination Without Cause(1) or for Good Reason(2) ($) | | Salary | $488,040 | | Continuation of Benefits(3) | $44,139 | | Total Termination Payments/Benefits | $532,179 |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of the median employee, excluding the CEO, to the annual total compensation of our CEO. Our CEO pay ratio included in this proxy statement is a reasonable estimate that has been calculated in accordance with the SEC’s final rules regarding the CEO pay ratio disclosure requirements. We initially selected our median employee as of December 31, 2022. To identify the median employee, we compared the total wage compensation for all full-time, part-time, temporary and seasonal employees, excluding our CEO, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 as of December 31, 2022, which consisted of 778 employees, all located in the United States. Wages and salaries were then annualized for full-time employees that were not employed by us for the entire fiscal year. Other than the foregoing, we did not make any assumptions, adjustments, or estimates with respect to our employees’ total wage, and used this consistently applied compensation measure to identify our median employee. The individual who was our median employee for our calculation in 2022 is no longer employed by us and a significant change in the circumstances of the median employee identified in 2023 occurred. In accordance with Item 402(u) of Regulation S-K, we determined that there was another similarly compensated individual as the 2022 median employee and the 2023 median employee, and we used that individual as the median employee for the 2024 calculations. We believe we have not had any significant changes to our employee population or our employee compensation arrangements since 2022 and we believe the selection of this individual as our median employee does not result in a significant change to our pay ratio disclosure. After identifying the median employee, we calculated the median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our CEO and other NEOs, as set forth in the 2024 Summary Compensation Table. In 2024, the annual total compensation of our median employee was $42,930. Our CEO’s annual total compensation as reported in the 2024 Summary Compensation Table was $1,746,456. The resulting ratio of the total 2024 annual compensation of CEO compared to our median employee in 2024 is approximately 41:1. The CEO pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the CEO pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their CEO pay ratio. Accordingly, the CEO pay ratio disclosed by other companies may not be comparable to our CEO pay ratio as disclosed above. As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” on page 24 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSAs.
CEO PAY RATIO
| | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary compensation table for PEO(1) ($) | Compensation actually paid to PEO(2) ($) | Average summary compensation table total for non-PEO named executive officers(3) ($) | Average compensation actually paid to non-PEO named executive officers(4) ($) | Total Shareholder return(5) ($) | Peer group total shareholder return(6) ($) | Net income(7) (millions) ($) | Total revenue(8) (millions) ($) | | 2024 | 1,746,456 | 1,390,136 | 899,141 | 794,726 | 235.06 | 137.90 | 74.2 | 402.7 | | 2023 | 1,782,101 | 2,143,928 | 873,529 | 994,336 | 311.92 | 129.09 | 77.7 | 389.3 | | 2022 | 1,759,228 | 1,642,718 | 744,781 | 716,940 | 198.53 | 113.35 | 70.9 | 252.3 | | 2021 | 1,383,478 | 1,383,478 | 627,353 | 627,353 | 264.93 | 137.26 | 74.5 | 267.0 | | 2020 | 1,238,395 | 1,238,395 | 563,871 | 563,871 | 214.58 | 109.57 | 45.2 | 160.6 |
CEO PAY RATIO
| 1 | The dollar amounts reported are the amounts of total compensation reported for Mr. Gonzalez, our Principal Executive Officer (“PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” |
CEO PAY RATIO
| 2 | The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Gonzalez, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gonzalez during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below sets forth the adjustments that were made to Mr. Gonzalez’s total compensation. The Company does not provide defined benefit pension benefits. |
CEO PAY RATIO
| PEO Adjustments | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Reported Summary Compensation Table Total for PEO | 1,746,456 | 1,782,101 | 1,759,228 | 1,383,478 | 1,238,395 | | Deduct Reported Value of Equity Awards(a) | (586,878) | (510,336) | (486,082) | — | — | | Add Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End(b) | 486,861 | 693,274 | 369,572 | — | — | | Change in Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End(b) | (239,349) | 168,537 | — | — | — | | Change in Fair Value of Awards Granted in Prior Years that Vested during Year | (16,954) | 10,352 | — | — | — | | Total Compensation Actually Paid to PEO | 1,390,136 | 2,143,928 | 1,642,718 | 1,383,478 | 1,238,395 |
CEO PAY RATIO
| (a) Represents the deduction of the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for 2024, 2023 and 2022. The Company did not award equity awards in 2021 or 2020. |
CEO PAY RATIO
| (b) The equity award adjustments for 2024, 2023 and 2022 include the change in the year-end fair value of the equity awards granted in 2024, 2023 and 2022, respectively that were or are outstanding and unvested as of the end of each respective year. |
CEO PAY RATIO
| 3 | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Gonzalez, who has served as our PEO since 2015) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Gonzalez) included for purposes of calculating the average amounts for 2020 through 2024 are: Marek Bakun, Elizabeth J. Walters, and Rhea Goff. |
CEO PAY RATIO
| 4 | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Gonzalez), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Gonzalez) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below sets forth the adjustments that were made to the average total compensation for the NEOs as a group (excluding Mr. Gonzalez) to determine compensation actually paid, using the same methodology as described above in footnote 2. The Company does not provide defined benefit pension benefits. |
CEO PAY RATIO
| Non-PEO NEOs Adjustments | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | 899,141 | 873,529 | 744,781 | 627,353 | 563,871 | | Deduct Average Reported Value of Equity Awards(a) | (199,345) | (179,902) | (161,016) | — | — | | Add Average Fair Value of Awards Granted in Current Year and Outstanding and Unvested at Year-End(b) | 165,372 | 244,391 | 133,175 | — | — | | Change in Average Fair Value of Awards Granted in Prior Years and Outstanding and Unvested at Year-End(b) | (58,794) | 49,462 | — | — | — | | Change in Average Fair Value of Awards Granted in Prior Years that Vested during Year | (11,648) | 6,856 | — | — | — | | Total Compensation Actually Paid to Non-PEO NEOs | 794,726 | 994,336 | 716,940 | 627,353 | 563,871 |
CEO PAY RATIO
| 5 | Cumulative total shareholder return (“TSR”) is calculated in accordance with Items 402(v) and 201(e) of Regulation S-K, by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
CEO PAY RATIO
| 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group represents the published industry S&P SmallCap 600 Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. |
CEO PAY RATIO
| 7 | The dollar amounts reported represent the amount of net income attributable to the Company reflected in the Company’s audited financial statements for the applicable year. |
CEO PAY RATIO
| 8 | The dollar amounts reported represent the amount of total revenue reflected in the Company’s audited financial statements for the applicable year. As described in more detail in the “Compensation Discussion and Analysis,” the Company maintains a discretionary cash incentive program for NEOs that does not utilize a specific formula of financial performance metrics. In determining whether a discretionary cash incentive is paid, the CHC Committee takes into consideration the Company’s net income attributable to the Company and total revenue in assessing overall Company performance. Accordingly, the Company has determined that total revenue represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the Company’s five-year cumulative TSR.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the net income attributable to the Company.
Compensation Actually Paid and Company-Selected Measure
Compensation Actually Paid and Company-Selected Measure The following chart provides a graphical representation of the Compensation Actually Paid to our PEO and other NEOs versus the company-selected measure, total revenue.
Non-Employee Director Compensation Limits
Non-Employee Director Compensation Limits Under the 2025 Equity Incentive Plan, in a single calendar year, a non-employee director may not be granted awards for such individual’s service on our Board having a value in excess of $750,000 (except that, (i) the CHC Committee may make exceptions to this limit, but the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous decisions involving compensation for non-employee directors and (ii) for any year in which a non-employee director first commences services on our Board, serves on a special committee of our Board or serves as lead director or non-executive chair of our Board, this limit will be increased to $1,000,000).
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS