DEF 14A of Climb Global Solutions, Inc.
Filed Apr 29, 2025 · FY20240001140361-25-016244
Director Compensation and Arrangements
Director Compensation and Arrangements The following table sets forth information regarding the compensation earned by or awarded to each director, who is not a named executive officer who served on the Board, for the fiscal year ended December 31, 2024.
Director Compensation and Arrangements
| Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1) | Total ($) | | Jeff Geygan | 100,000 | 100,000 | 200,000 | | John McCarthy | 75,000 | 100,000 | 175,000 | | Andy Bryant | 85,000 | 100,000 | 185,000 | | Gerri Gold | 80,000 | 100,000 | 180,000 | | Greg Scorziello | 60,000 | 100,000 | 160,000 | | Kimberly Boren | 75,000 | 100,000 | 175,000 |
Director Compensation and Arrangements
| (1) The amount included in “Stock Awards” is the aggregate grant date fair value associated with stock awards granted to our outside directors in 2024, computed in accordance with FASB ASC Topic 718. The stock awards vest at the earlier of: (i) the Meeting or (ii) one year from the date of grant. See Note 9, “Stockholder’s Equity and Stock Based Compensation” to the Company’s consolidated financial statements set forth in its Annual Report on Form 10-K for the assumptions made in determining stock award values. |
Director Compensation and Arrangements
During 2024, each outside director (i.e., non-employee) received $15,000 per quarter for serving on the Board, as well as reimbursement for reasonable expenses incurred in connection with services as a director. Additionally, the Board Chair receives an annual fee of $40,000, the Chair of the Audit Committee receives an annual fee of $25,000, the Chair of the now disbanded Risk and Security Committee received an annual fee of $20,000, and the Chair of the Nominating and Corporate Governance Committee and the Chair of the Compensation Committee each receives an annual fee of $15,000. In addition, on June 18, 2024, each of Messrs. Bryant, Geygan, McCarthy, Scorziello and Mses. Boren and Gold received a grant of 1,774 shares of restricted stock, which vest at the earlier of: (i) the Meeting or (ii) one year from the date of grant. On January 28, 2025, the Board approved the acceleration of Mr. Geygan’s shares upon his resignation from the Board effective February 28, 2025, in recognition of his years of service on the Board.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following five individuals for election to the Board at the Meeting and has resolved to reduce the size of the Board to five, effective at the Meeting. If elected, each director nominee will hold office until the 2026 Annual Meeting of Stockholders and until her or his successor is elected and qualified. The accompanying proxy will be voted for the election as directors of the nominees listed below unless the proxy contains contrary instructions. There are no arrangements or understandings pursuant to which a Company nominee for election as director is proposed to be elected, other than with a director or officer acting solely in that capacity. Each of the Company’s nominees has consented to serve as a nominee, be named in this proxy statement and to serve as a director if elected, and management has no reason to believe that any of the Company’s nominees will not be a candidate or will be unable to serve as a director. However, in the event that any of the Company’s nominees should become unable or, for good cause, unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the directors. Set forth below is certain information, as of April 7, 2025, with respect to each nominee:
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | John McCarthy | 61 | Mr. McCarthy has served as a director of the Company since June 2019, and as Board Chair since January 2025. Mr. McCarthy most recently served as President and Chief Executive Officer of Mainline Information Systems, a nationally recognized technology solution provider, from April 2009 to May 2022. Mr. McCarthy previously held executive management positions with EMC, StorageApps, CNT, MCData and Virtual Iron. Mr. McCarthy served as a member of the board of directors of Nasuni Corporation until November 2019, and currently serves as a member of the Board for Buchanan Technologies, and a member of the Board of Trustees for Providence College. Mr. McCarthy received a Bachelor of Science degree in Marketing from Providence College. The Board believes that Mr. McCarthy’s qualifications to serve on the Board include his substantial industry and executive leadership experience. | June 2019 | | Andy Bryant | 69 | Mr. Bryant has served as a director of the Company since July 2019. Mr. Bryant spent most of his career at Arrow Electronics, Inc. and Avnet, Inc., both Fortune 500 companies focused on supply chain services for electronic components and enterprise computing solutions globally. From April 2008 until his retirement in May 2016, Mr. Bryant held executive management positions with Arrow Electronics, Inc. Mr. Bryant was named President of the company’s Enterprise Computing Solutions business in 2008 and specified as an executive officer of the corporation. He served as the Chief Operating Officer of the company from May 2014 to May 2016. Prior to his tenure at Arrow, he served as President of Avnet’s global operating groups and as a Senior Vice President of Avnet, Inc. He was specified as a corporate officer of Avnet in 1996 and became an executive officer in 1999. Mr. Bryant received a Bachelor of Arts degree in History from the University of Maryland. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry. | July 2019 |
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | Dale Foster | 61 | Mr. Foster was appointed our Chief Executive Officer and elected to our Board in January 2020. Mr. Foster previously held the positions of President of Lifeboat Distribution, Inc., a subsidiary of the Company, from July 2019 to January 2020 and Executive Vice President of the Company from January 2018 to July 2019. Mr. Foster served as Executive Vice President and General Manager of Promark Technology Inc. (“Promark”), which operated as a subsidiary of Ingram Micro Inc. From November 2012 until January 2018. From 1997 until Promark was acquired by Ingram Micro Inc. in 2012, Mr. Foster served as President and Chief Executive Officer of Promark, a value-added distributor with the core focus of distributing emerging data storage and virtualization solutions. Mr. Foster is a graduate of the Rochester Institute of Technology, where he earned a Bachelor’s of Technology in Electrical Engineering. Mr. Foster also holds an Associate’s degree in Electrical Engineering from Alfred State College. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry, as well as his executive leadership experience. | January 2020 | | Gerri Gold | 66 | Ms. Gold has served as a director of the Company since June 2021. Ms. Gold currently serves as President & CEO of HPE Financial Services, a subsidiary of Hewlett Packard Enterprise Company (NYSE:HPE). Prior to this role, Ms. Gold served as Senior Vice President and Chief Operating Officer for HPE Financial Services, since May of 2018. Prior to that Ms. Gold was Vice President of Global Accounts, Sales, Marketing and Managing Director of Asset Management for HPE Financial Services since 2015. Ms. Gold previously held senior management positions with HPE Financial Services, Compaq and AT&T. Ms. Gold received a Bachelor of Business Administration degree from the University of Michigan and a Masters of Business Administration from New York University. The Board believes that her qualifications to serve on the Board include her business strategy experience, her years of experience in the technology industry, and senior leadership experience. | June 2021 |
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | Paul Giovacchini | 68 | Mr. Giovacchini has served as a director of the Company since April 2025. Mr. Giovacchini currently serves as the Lead Independent Director of TPI Composites, Inc. (“TPI”), a global manufacturer of wind blades, having served in this role since May 2020. Mr. Giovacchini previously served as Chairman of TPI’s board of directors from October 2006 to May 2020. Mr. Giovacchini is currently an independent consulting advisor to Advantage Capital Management Corporation, executing and managing private equity and debt investments, serving in this role since October 2021. He is also an independent consulting advisor to Ares Management LLC (“Ares”), liquidating private equity investments since January 2023. He previously served as an independent consulting advisor to Landmark Partners, Inc. (“Landmark”), also managing and liquidating private equity investments from April 2014 to January 2023, until Ares' acquisition of Landmark. Prior to April 2014, he served as a Principal of Landmark since 2005. Mr. Giovacchini holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard University. The Board believes that his qualifications to serve on the Board include his years of board and executive leadership experience. | |
Dale Foster’s biography is set forth on page 15 of this proxy statement under the heading “Proposal 1: Election of Directors.”
Dale Foster’s biography is set forth on page 15 of this proxy statement under the heading “Proposal 1: Election of Directors.” Matthew Sullivan was appointed Vice President and Chief Financial Officer in January 2025. Mr. Sullivan joined the Company in January 2019 and served as the Company’s Chief Accounting Officer from February 2022 to January 2025. Mr. Sullivan served as Vice President, Corporate Controller of the Company from March 2020 to February 2022, and as Director of Financial Reporting from January 2019 to March 2020. Prior to joining the Company, Mr. Sullivan was Director of Accounting at Jackson Hewitt from November 2016 to January 2019. Prior to joining Jackson Hewitt, Mr. Sullivan began his professional career in public accounting, including five years with BDO USA. Mr. Sullivan received a Bachelor of Science in Accounting from Kutztown University. Charles Bass was appointed Chief Alliances Officer in January 2025 after having served as Chief Marketing Officer from December 2020 to January 2025 and Vice President of Alliances and Marketing at Climb Channel Solutions (formerly Lifeboat Distribution) since January 2018. Prior to joining Lifeboat Distribution, he was the Vice President of Channel Sales at Blue Medora, an IT monitoring and integration company, from October 2016 to December 2017. Mr. Bass was the Vice President of Channel Sales at Tegile Systems, a high growth storage start-up that was acquired by Western Digital, from July 2015 to October 2016. Before joining Tegile Systems, he served as Promark Technology’s Vice President of Vendor Alliances and Marketing from November 2010 to July 2015. He joined the board of directors of Promark Technology in 2012 and was part of the management team that successfully executed Promark Technology’s acquisition by Ingram Micro in the fourth quarter of 2012. He also has experience at Hewlett Packard (NYSE: HPQ) and LeftHand Networks where he was responsible for channel sales in North America for StorageWorks and LeftHand Networks products respectively. Prior to Hewlett Packard and LeftHand Networks, he held various sales leadership positions at Brocade Communications Systems, McDATA Corporation, and IBM. Mr. Bass received a Bachelor of Arts degree in Economics from Vanderbilt University and a Masters of Business Administration from the University of Tennessee. Vito Legrottaglie was appointed to the position of Vice President and Chief Information Officer in February 2015, after having served as Vice President of Operations and Information Systems since June 2003. Mr. Legrottaglie rejoined the company in February 2003 having previously served as director of Information Systems and then Vice President of Information Systems from 1996-2000. Mr. Legrottaglie has also held the positions of Chief Technology Officer at Swell Commerce Incorporated, Vice President of Operations for The Wine Enthusiast Companies, and Manager of Information Systems at Barnes and Noble. Mr. Legrottaglie holds an Associate’s Degree in Computer Science Programming from Bergen Community College.
Overview and Named Executive Officers
| • | Short-term cash incentive and bonus awards tied to the Company’s and each executive’s annual performance; |
Overview and Named Executive Officers
| • | Long-term equity incentive awards; and |
Overview and Named Executive Officers
In February 2024, the Compensation Committee recommended, and the Board approved, performance cash bonus awards for 2024 (the “Performance Bonus Awards”) which were developed based on the performance metrics below. Pursuant to the Performance Bonus Awards, the Company’s executive officers were eligible to receive cash incentive payments for 2024 dependent on the Company’s performance achievement against the specific metric listed below. The Compensation Committee established performance goals for the Company’s 2024 fiscal year in February 2024. Because payments of cash awards under the Performance Bonus Awards are determined by comparing actual performance to the performance goals established by the Compensation Committee, it is not possible to predict at the time of grant the actual amount of future benefits that will be paid under the Performance Bonus Awards. The target in the Performance Bonus Awards was earnings before interest, taxes, depreciation and amortization (“EBITDA”) (which is a non-GAAP measure as reconciled in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Company’s Annual Report on Form 10-K on pages 23 and 24). Specific targets were determined by the Compensation Committee based on a review of the Company’s 2024 budget prepared by management and the factors described above. The targets are set at levels that, upon achievement of 100% of the target performance, are likely to result in bonus payments that the Compensation Committee believes reflect the Company’s strategic plan designed to increase stockholder value. The following table shows, for fiscal year 2024, the potential range of bonus payouts and the actual bonus payouts achieved as a percentage of the target, for each of the named executive officers.
Overview and Named Executive Officers
| Name | 2024 EBITDA Potential Payouts | 2024 EBITDA Actual Payouts | 2024 EBITDA Potential Payouts | 2024 EBITDA Actual Payouts | | Dale Foster | 0-150% | 150% | 0-$825,000 | $825,000 | | Andrew Clark | 0-150% | 150% | 0-$337,500 | $337,500 | | Vito Legrottaglie | 0-150% | 150% | 0-$225,000 | $225,000 | | Charles Bass | 0-150% | 150% | 0-$337,500 | $337,500 |
Summary Compensation Table
Summary Compensation Table The following table sets forth, for fiscal years 2024 and 2023, a summary of the annual and long-term compensation for services in all capacities of the named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Dale Foster Director and Chief Executive Officer | 2024 | 539,583 | — | 1,270,792 | 825,000 | 11,372 | 2,646,747 | | | 2023 | 500,000 | — | 2,696,232 | 552,000 | 15,551 | 3,763,783 | | Andrew Clark Vice President and Chief Financial Officer | 2024 | 330,000 | 50,000 | 572,888 | 337,500 | 8,816 | 1,299,204 | | | 2023 | 330,000 | 25,000 | 469,979 | 220,800 | 11,038 | 1,056,817 | | Charles Bass Vice President and Chief Marketing Officer | 2024 | 325,000 | — | 476,585 | 337,500 | 11,866 | 1,150,951 | | | 2023 | 325,000 | — | 374,970 | 220,800 | 13,231 | 934,001 | | Vito Legrottaglie Vice President and Chief Information Officer | 2024 | 275,000 | 38,500 | 211,809 | 225,000 | 12,030 | 762,339 | | | 2023 | 275,000 | 40,500 | 189,968 | 165,600 | 12,900 | 683,968 |
Summary Compensation Table
| (1) The amount included in “Stock Awards” is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8, “Stockholder’s Equity and Stock Based Compensation” in the Company’s consolidated financial statements set forth in our Annual Report on Form 10-K for the assumptions made in determining stock award values. Amounts included for performance-based RSUs represent the target amount for 2024 and 2023. If the maximum payout were to be achieved for the 2024 awards, Mr. Foster would earn $1,143,730, Mr. Clark would earn $515,618, Mr. Bass would earn $428,944 and Mr. Legrottaglie would earn $190,592. If the maximum payout were to be achieved for the 2023 awards, Mr. Foster would earn $810,013, Mr. Clark would earn $422,966, Mr. Bass would earn $337,473 and Mr. Legrottaglie would earn $170,986. |
Summary Compensation Table
| (2) Amounts for a given year in this column represent non-stock incentive compensation earned in that year, which were paid out in the subsequent year. For more information regarding the Performance Bonus Awards, see Base Salary and Performance Cash Bonus Awards above. |
Summary Compensation Table
| (3) A detailed description of the items disclosed as “All Other Compensation” is set forth in the table below. |
Outstanding Equity Awards
Outstanding Equity Awards The following table shows the number of shares of Common Stock covered by unvested Restricted Stock and RSUs - held by the Company’s named executive officers on December 31, 2024.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| Name | Stock Awards | | Equity Incentive Plan Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | | Dale Foster | 24,977 | 3,165,835 | 23,109 | 2,929,066 | | Andrew Clark | 16,157 | 2,047,900 | 11,163 | 1,414,910 | | Charles Bass | 11,615 | 1,472,201 | 9,101 | 1,153,552 | | Vito Legrottaglie | 6,198 | 785,597 | 4,315 | 546,926 |
Outstanding Equity Awards at December 31, 2024
| (1) In February 2024, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 8,445, 3,807, 3,167 and 1,408 shares of Restricted Stock Units, respectively, under the 2021 Plan that vest over 3 equal annual installments. In April 2023, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 6,961, 3,635, 2,900 and 1,469 shares of Restricted Stock Units, respectively, under the 2021 Plan that vest over 3 equal annual installments. In February 2023, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 18,164, 11,170, 9,786 and 4,704 shares of Restricted Stock Units, respectively, under the 2021 Plan that vest over 16 equal quarterly installments. In March 2022, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 11,263, 7,376, 6,512 and 5,848 shares of Restricted Stock Units, respectively, under the 2021 Plan that vest over 16 equal quarterly installments. In July 2021, Mr. Clark was awarded a grant of 20,000 shares of Restricted Stock Units in conjunction with his appointment as Chief Financial Officer that vest over 16 equal quarterly installments. |
Outstanding Equity Awards at December 31, 2024
| (2) The market value is based on the closing stock price of the Common Stock of $126.75 on December 31, 2024, the last trading day of 2024. |
Outstanding Equity Awards at December 31, 2024
| (3) Per the terms of the underlying RSU and Restricted Stock agreements, if the executive’s employment with the Company terminates due to death or disability, the RSUs and Restricted Stock shall immediately become fully vested. |
Outstanding Equity Awards at December 31, 2024
| (4) In February 2024, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 12,668, 5,711, 4,751 and 2,111 performance-based RSUs, respectively, under the 2021 Plan that vest upon the conclusion of a three-year performance period concluding at the end of fiscal 2026. In April 2023, Messrs. Foster, Clark, Bass and Legrottaglie were awarded 10,441, 5,452, 4,350 and 2,204 performance-based RSUs, respectively, under the 2021 Plan that vest upon the conclusion of a three-year performance period concluding at the end of fiscal 2025. |
Stock Vested Table
Stock Vested Table The table below shows the number of shares of Common Stock acquired during 2024 upon the vesting of Restricted Stock and RSUs.
Stock Vested Table
| Name | Stock Awards | | | | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($) | | Dale Foster | 13,681 | 980,014 | | Andrew Clark | 10,849 | 781,557 | | Charles Bass | 8,600 | 619,495 | | Vito Legrottaglie | 5,207 | 375,751 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table illustrates the payments that would have been due to the NEOs in the event they experience a qualifying termination of employment without a change in control and in conjunction with a change in control. Payments are calculated in accordance with the Severance Plan and individual award agreements in place on December 31, 2024, as if each employee was terminated without cause on December 31, 2024. Severance Benefits of Eligible Executive Following Covered Termination Outside Change in Control Period
Potential Payments Upon Termination or Change in Control
| Name | Payment based on salary, including COBRA ($) | Payment based on incentive compensation ($) | Accelerated Vesting of restricted stock awards ($) | Total ($) | | Dale Foster | 855,770 | 825,000 | — | 1,680,770 | | Andrew Clark | 353,372 | 337,500 | — | 690,872 | | Charles Bass | 355,513 | 337,500 | — | 693,013 | | Vito Legrottaglie | 305,513 | 225,000 | — | 530,513 |
Potential Payments Upon Termination or Change in Control
Severance Benefits of Eligible Executive Following Covered Termination Within Change in Control Period
Potential Payments Upon Termination or Change in Control
| Name | Payment based on salary, including COBRA ($) | Payment based on incentive compensation ($) | Accelerated Vesting of restricted stock awards ($) | Total ($) | | Dale Foster | 1,141,026 | 825,000 | 3,165,835 | 5,131,861 | | Drew Clark | 530,058 | 337,500 | 2,047,900 | 2,915,458 | | Charles Bass | 533,270 | 337,500 | 1,472,201 | 2,342,971 | | Vito Legrottaglie | 458,270 | 225,000 | 785,597 | 1,468,866 |
Potential Payments Upon Termination or Change in Control
The accelerated vesting on restricted stock amounts above include unvested restricted stock grants and unvested RSU grants through December 31, 2024, valued at the closing stock price of $126.75 on December 31, 2024. The amounts exclude stock grants made in 2025 to the NEOs. As previously noted, on January 9, 2025, the Board and Andrew Clark, the Company’s then Chief Financial Officer, mutually agreed that Mr. Clark will resign from his positions as Chief Financial Officer and Vice President of the Company, effective as of January 10, 2025. In consideration for Mr. Clark’s release and waiver of claims against the Company and the provision of consulting services to the Company until April 15, 2025, the Company has agreed to the following payments and benefits in lieu of any other benefits and payments that may have been due to Mr. Clark under the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan: (i) cash compensation for his services as a consultant in the amount of $86,794.52, payable in three equal amounts on February 14, 2025, March 14, 2025, and April 15, 2025; (ii) $8,159.10 for the cost of COBRA health insurance from February 1, 2025 through April 30, 2025; (iii) the vesting of 4,889 time-vested shares and restricted stock units if he continues his service as a consultant through April 15, 2025, which represents restricted stock units that he had been previously granted and were scheduled to vest during his consulting period; (iv) the vesting of 7,356 restricted stock units granted pursuant to Mr. Clark’s existing performance awards, if Mr. Clark performs the consulting services through April 15, 2025, the goals for which were waived and these would vest upon the completion of the consulting period. All non-vested equity awards will be forfeited on April 15, 2025. The separation agreement entered into provides Mr. Clark will receive his bonus payment earned for the year 2024 in the amount of $337,500.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer and other named executive officers, and certain financial performance measures for the Company for each of fiscal years 2024, 2023 and 2022. Refer to the “Executive Compensation” section in the above for further information concerning the Company’s variable pay-for-performance philosophy pursuant to its Performance Bonus Plan, the metrics used by the Company to align executive compensation with Company performance, and how the Compensation Committee makes its decisions.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total For Non-PEO NEOs(3) | Average Compensation Actually Paid To Non-PEO NEOs(4) | Value Of Initial Fixed $100 Investment Based On Total Shareholder Return(5) | Net Income (in thousands)(6) | | 2024 | $1,884,260 | $3,352,674 | $818,575 | $1,589,515 | $374.98 | $18,610 | | 2023 | $3,223,774 | $1,706,585 | $684,612 | $812,018 | $161.56 | $12,323 | | 2022 | $1,482,930 | $673,899 | $843,401 | $457,582 | $91.77 | $12,497 |
Pay Versus Performance Table
| (1) Our principal executive officer for each of the years shown was Mr. Foster, Chief Executive Officer. The dollar amounts set forth in this column (b) represent the amounts of total compensation reported for Mr. Foster in the “Total” column of Summary Compensation Table for each applicable year. |
Pay Versus Performance Table
| (2) The amounts set forth in this column (c) represent the amount of “compensation actually paid” to Mr. Foster, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by Mr. Foster during fiscal years 2024, 2023 and 2022; rather, they reflect Mr. Foster’s total compensation, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to PEO | 2024 ($) | 2023 ($) | 2022 ($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (508,305) | (2,156,223) | (722,000) | | Increase for fair value of awards granted during year that remain unvested as of year end | 560,664 | 227,053 | 12,076 | | Increase for fair value of awards granted during year that vest during year | — | 12,728 | 4,454 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | 1,186,171 | 224,426 | (55,264) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 229,885 | 174,828 | (48,297) | | Deduction of fair value of awards granted prior to that year that were forfeited during year | — | — | — | | Total Adjustments: | 1,468,414 | (1,517,189) | (809,031) |
Pay Versus Performance Table
| (3) The non-PEO NEOs for each of the years shown were Andrew Clark, Chief Financial Officer, Charles Bass, Chief Marketing Officer, and Vito Legrottaglie, Chief Information Officer. The amounts set forth in this column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Foster) in the “Total” column of Summary Compensation Table for each applicable year. |
Pay Versus Performance Table
| (4) The amounts set forth in this column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal years 2024, 2023 and 2022; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (168,171) | (137,989) | (340,000) | | Increase for fair value of awards granted during year that remain unvested as of year end | 185,494 | 8,297 | 7,074 | | Increase for fair value of awards granted during year that vest during year | — | 5,991 | 2,607 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | 611,980 | 178,664 | (34,177) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 141,638 | 72,442 | (21,323) | | Deduction of fair value of awards granted prior to that year that were forfeited during that year | — | — | — | | Total Adjustments: | 770,940 | 127,406 | (385,819) |
Pay Versus Performance Table
| (5) TSR is cumulative for the measurement periods beginning on December 31, 2021, and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
Pay Versus Performance Table
| (6) Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023 and 2022. |
Analysis of the Information Presented in the Pay Versus Performance Tables
Analysis of the Information Presented in the Pay Versus Performance Tables As described in more detail in the section titled “Compensation Overview,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with ‘compensation actually paid’ for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. Compensation Actually Paid and Company TSR.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is well aligned with the Company’s TSR over the three years presented in the table. This is because a significant portion of the ‘compensation actually paid’ to the PEO and to the non-PEO NEOs is comprised of equity awards.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEO and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is generally aligned with the Company’s net income over the three years presented in the table.