DEF 14A of Westwood Holdings Group Inc, Mar 26, 2024

DEF 14A of Westwood Holdings Group Inc

Filed Mar 26, 2024 · FY20230001165002-24-000032

Open on EDGAR

  1. Election of Directors

    Election of Directors Our Bylaws provide that the Board of Directors of the Company (the "Board") will consist of between three and eleven directors, as may be determined from time to time by resolution of the Board. The Board has previously set the number of directors at six, but the Board has also taken action to reduce the number of directors to five upon the expiration of Susan Byrne’s current term at the 2024 Annual Meeting, as she is not standing for reelection. Each director elected at the 2024 Annual Meeting will serve until the 2025 Annual Meeting and thereafter until his or her successor has been elected and qualified or until the director's earlier death, resignation or removal. The Board of Directors has nominated the nominees listed below. Each nominee has consented to being named in this proxy statement and to serve if elected. We have no reason to believe that any of the nominees will not serve if elected. If any of them should become unavailable to serve as a director, and if the Board designates a substitute nominee, the persons named in the accompanying proxy will vote for the substitute nominee designated by the Board, unless a contrary instruction is given in the proxy. Each stockholder is entitled to cast one vote for each director nominee per share of common stock held by them at the close of business on March 4, 2024. The affirmative “FOR” vote of a majority of the shares present in person (or virtually) or represented by proxy and entitled to vote on the election of directors is required for the election of directors. Stockholders may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the election of each director nominee. Abstentions will have the same effect as votes against a director nominee, and broker non-votes will have no effect on the outcome of the election of directors.

  2. Nominees

    Nominees The persons nominated to be directors are listed below. The following information is submitted concerning the nominees for election as directors:

  3. Nominees

    | Name | Age | Position(s) With Westwood | | Brian O. Casey | 60 | Chief Executive Officer and Director | | Richard M. Frank | 76 | Chairman of the Board of Directors | | Ellen H. Masterson | 73 | Director | | Geoffrey R. Norman | 80 | Director | | Randy A. Bowman | 60 | Director |

  4. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF EACH OF THE DIRECTOR NOMINEES. The biographical information for each director nominee is set forth below. Brian O. Casey has served Westwood as Chief Executive Officer of Westwood since January 2006, as a director since its inception in December 2001, as President from December 2001 to May 2022, as Secretary from December 2001 to March 2014, and as Chief Operating Officer from 2001 to 2005. Mr. Casey has served as Chief Executive Officer of Westwood Management since January 2006, as a director since 2000, as President from 2002 to 2022, as Chief Operating Officer from 2000 to 2005, as Executive Vice President from 2000 to 2002, and as Vice President from 1992 to 1996. Mr. Casey has served as director of Westwood Trust since 1996 and also served as President of Westwood Trust from 1996 to 2013. Since 2002, Mr. Casey has served on the Tartan Board of Directors, a group exclusively devoted to raising money for the Texas Scottish Rite Hospital for Children. In 2020, he rejoined the board of the Baylor Health Care System Foundation, which helps raise money to support Baylor Health Care System’s mission of patient care, education, research and community service. Mr. Casey previously served on the Baylor Health Care System Foundation board from 2008 until 2017. In 2011, he was appointed to the Board of the Cooper Institute, an organization dedicated to scientific research in the field of preventative medicine and public health. As the Chief Executive Officer of the Company with over 24 years in senior executive roles with the Company, Mr. Casey brings extensive knowledge of and experience with the Company and its business as well as valuable leadership and management skills. Mr. Casey has deep knowledge of the Company's operations, strategies and competitive environment as well as the asset management industry as a whole. Richard M. Frank has served as a director of Westwood and Westwood Trust since February 2006, and as Chairman of the Board of Directors since May 2015. Mr. Frank was previously employed by CEC Entertainment, Inc. (“CEC”), a Dallas-based company that operates a chain of pizza and children’s entertainment restaurants, until his retirement in March 2014. CEC was an NYSE-listed company until February 2014. From December 2008 until February 2014 he served as Executive Chairman of the Board of CEC. Mr. Frank served CEC as a director from June 1985 to February 2014, as Chairman of the Board and Chief Executive Officer from March 1986 to December 2008, and as President and Chief Operating Officer from June 1985 to October 1988. Prior to CEC, Mr. Frank served for 12 years as Chief Operating Officer of S&A Restaurant Co., a subsidiary of the Pillsbury Company. Mr. Frank brings extensive knowledge with regard to executive and board level oversight of a public company through his significant experience as Chief Executive Officer, Chairman and director of CEC. Mr. Frank also has a deep understanding of business, governance, compensation and financial matters through his service with CEC. Ellen H. Masterson has served as a director of Westwood and Westwood Trust since 2014. She retired as a partner with PricewaterhouseCoopers (“PwC”) in 2008, having served in such capacity since 1999 and also from 1985 to 1997. Ms. Masterson specialized in the audits of companies involved in several sectors of the financial services industry, including investment management firms and public companies with a focus on mergers and acquisitions. She held senior positions within the leadership of PwC from 2001 to 2008, including international responsibilities across PwC’s global network. From 1997 to 1999, Ms. Masterson served as Senior Vice President and Chief Financial Officer of American General Corporation prior to its acquisition by American International Group, Inc. Ms. Masterson serves on the Board of Directors of Insperity, Inc (NYSE: NSP), a leading provider of human resource and comprehensive business performance solutions for small and medium-sized businesses, and on the Board of Governors of The Doctors Company, the largest doctor-owned medical malpractice insurer in the United States. Since 1982, she has served on the boards of directors for numerous nonprofit and charitable organizations. Ms. Masterson brings extensive knowledge of financial reporting and accounting issues faced by companies in the financial services industry, as well as experience with international business, strategic planning and corporate governance from over 40 years of serving clients and acting as a public company Chief Financial Officer and a trustee of nonprofit organizations. Geoffrey R. Norman has served as a director of Westwood and Westwood Trust since April 2007. He was employed by General Electric from 1968 to 2004, serving in various roles including Comptroller of GE Española, Chief Financial Officer of GE International Contractor Equipment, Vice President & Treasurer of GE Capital, and Executive Vice President of GE Asset Management. Mr. Norman serves on a global board for buildOn, a not-for-profit entity that builds schools in underdeveloped countries and organizes after-school clubs in US high schools. Mr. Norman also serves as a consultant to 5AM Ventures, a life science venture capital firm based in San Francisco, California. Mr. Norman brings extensive financial, operational, regulatory and strategic expertise to the Board, having served in several finance and executive management roles over his 36-year career at General Electric. As a former executive with GE Asset Management, where he led the creation of GE's external money management business and served on the Boards of Trustees of the GE Pension Fund and GE Canada's Pension Plan, Mr. Norman brings extensive knowledge of the institutional investment management business from both asset manager and plan sponsor perspectives. Randy A. Bowman has served as a director of Westwood and Westwood Trust since 2021. He has served as the Chair, CEO and President of AT LAST! – The Urban Boarding Experience ("AT LAST!"), a non-profit organization that provides impoverished elementary school-aged children with urban boarding opportunities and educational resources, from January 2017 to the present. From July 2001 to January 2017, Mr. Bowman served as the President and Co-Owner of MW Logistics, a provider of transportation and logistics solutions for Fortune 200 manufacturers. Prior to founding his logistics company, Mr. Bowman spent 12 years as a corporate finance lawyer, primarily representing publicly-held and privately-owned clients in transactions ranging from initial capitalizations through ultimate liquidity events. Since 2016, he has served as a Board member and Chair of Impact Dallas Capital, a fund supporting increased economic development in southern Dallas. From 2016 to 2020, Mr. Bowman served as a Board member and Chair of the City of Dallas Employee Retirement Fund. From 2011 to 2015, he served as Board Chair of the Parkland Hospital Foundation. Mr. Bowman brings significant business development, operational and strategic expertise as a result of his seventeen years owning and presiding over a successful logistics company, and experience with sophisticated corporate transactions from his twelve years as a former corporate finance lawyer. As former Chair of the City of Dallas Employee Retirement Fund, he brings substantial knowledge of oversight of investment management and allocation from a plan sponsor perspective. Mr. Bowman also has extensive civic and community knowledge, reputation and relationship capital through his nonprofit service, having founded AT LAST! and served as Chair of multiple high-impact nonprofit organizations.

  5. Director Compensation

    Director Compensation For 2023, we paid each non-employee member of our Board of Directors a $62,000 annual retainer. The Chairman of the Board received an additional $20,000 annual retainer, the committee chairs for the Audit and Compensation and Human Capital Committees each received an additional $15,000 annual retainer and the committee chair for the Governance/Nominating Committee received an additional $5,000 annual retainer. There are no specific fees for attendance at Board or committee meetings. Additionally, upon election or re-election as a member of our Board of Directors, each non-employee director is awarded restricted shares of our common stock, which generally vest 12 months from the date of grant. Each restricted share award is made in a number of shares equal in value to $95,000 on the date of the award. Stock awards include a $90,000 award for each non-employee director and a $5,000 award for each non-employee director serving on the separate Board of Directors for Westwood Trust. The Board has established stock ownership guidelines for non-employee directors. All such directors are in compliance with the policy by holding the required net vested shares until such time as the minimum is achieved. The Compensation and Human Capital Committee reviews our compensation arrangements for directors from time to time. Brian O. Casey, our Chief Executive Officer, is not included in this table as he is a Company employee and receives no compensation for his service as director. See "Executive Compensation" for information concerning Mr. Casey's compensation. The Company's executive officers do not make recommendations regarding the non-employee directors' compensation.

  6. 2023 Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) (1) | Stock Awards ($) (2) | Total ($) | | Susan M. Byrne | 62,000 | 103,031 | 95,000 | 260,031 | | Richard M. Frank | 82,000 | 5,000 | 95,000 | 182,000 | | Ellen H. Masterson | 77,000 | 5,000 | 95,000 | 177,000 | | Geoffrey R. Norman | 77,000 | 5,000 | 95,000 | 177,000 | | Randy A. Bowman | 67,000 | 5,000 | 95,000 | 167,000 |

  7. Overview of our Executive Compensation Program

    | What We Do | What We Do Not Do | | ✓ Variable "at risk" compensation targeted at a larger share vs. fixed base salary | ✗ We do not provide fringe benefits or perquisites to executives that are not available to all employees | | ✓ Compensation aligned with performance achievements | ✗ We prohibit hedging and short-sales of Company stock by executives and directors | | ✓ Incentive plan payouts capped on amounts that executives can earn | ✗ We do not gross-up change-in-control related benefits for excise tax | | ✓ Change-in-control severance is a "double trigger" for our CEO | ✗ We do not pay dividends on unvested equity-based compensation awards | | ✓ Officers and directors are required to satisfy industry-aligned standards related to Company stock ownership | ✗ We prohibit repricing of stock options without stockholder approval | | ✓ Clawback policy requires recovery of erroneously received compensation in the event of a financial restatement and other material failures | | | ✓ Appropriate post-employment and change-in-control arrangements | | | ✓ McLagan Partners' survey results used for competitive compensation market data and ad hoc compensation analysis | |

  8. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes all compensation earned by our named executive officers for the years indicated.

  9. 2023 Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | | Incentive | All | | | | | | | Stock | Plan | Other | | | | | Salary | | Awards | Compensation | Compensation | | | Name and | | ($) | Bonus | ($) | ($) | ($) | Total | | Principal Position | Year | (c) | ($) | (e) | (f) | (g) | ($) | | (a) | (b) | (1) | (d) | (2) | (3) | (4) | (h) | | Brian O. Casey | 2023 | 750,000 | — | 625,000 | 672,732 | 19,800 | 2,067,532 | | Chief Executive Officer | 2022 | 750,000 | — | 312,500 | 281,250 | 18,300 | 1,362,050 | | | 2021 | 750,000 | 937,500 | — | — | 17,400 | 1,704,900 | | Fabian Gomez | 2023 | 400,000 | — | 200,000 | 244,885 | 19,800 | 864,685 | | President and Chief Operating Officer | 2022 | 347,916 | — | 257,813 | 200,000 | 18,300 | 824,029 | | | 2021 | 275,000 | 282,813 | 225,000 | — | 17,400 | 800,213 | | Leah Bennett | 2023 | 300,000 | — | 200,000 | 260,000 | 107,448 | 867,448 | | President, Westwood Wealth Management | 2022 | 244,792 | — | 235,000 | 100,000 | 124,395 | 704,187 |

  10. 2023 Summary Compensation Table

    (1) This column represents base compensation earned during each of the fiscal years presented. (2) Restricted stock awards are typically granted in February of each year based on our performance for the immediately preceding year. The restricted stock awards shown for 2023 and 2022 were made in February 2023 and February 2022, respectively, based on our performance for, respectively, the 2022 performance year and the 2021 performance year. The restricted award grants for 2023 performance year that were granted in February 2024 are described below. For 2023, the amounts contained in column (e) reflect (i) for Mr. Casey, the grant date fair value of his time-vested restricted stock award (50,649 shares) (ii) for Mr. Gomez, the grant date fair value of his time-vested restricted stock award (16,208 shares), and (iii) for Ms. Bennett, the grant date fair value of her time-vested restricted stock award (16,208 shares). The above grant date fair values reported in column (e) were calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”), “Stock Compensation.” The assumptions used in the valuation of the time-vested restricted stock awards are discussed in Note 8 “Employee Benefits” of our audited financial statements, which are included in our 2023 Form 10-K. See the “Executive Compensation” section above for a further description of these restricted stock awards. (3) For 2023, the amounts for Messrs. Casey and Gomez and Ms. Bennett reflect the cash payments made under our executive compensation program. Each of these payments was approved in 2024. (4) Amounts in column (g) reflect each named executive officer’s 401(k) Company matching contribution, which was $19,800 for each named executive officer for 2023 and $18,300 for each named executive officer for 2022. See “Other Benefits and Perquisites” below for a description of plan contributions. For Ms. Bennett, the amounts in column (g) also include $87,648 and $106,095 in commission payments made to her during 2023 and 2022, respectively, under the New Business Incentive Program for Wealth Management.

  11. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Set forth below is a summary of the compensation and benefits payable to Messrs. Casey, Gomez and Ms. Bennett in the event their employment is terminated. Under the terms of our Stock Incentive Plan, in the event of their death or a "change in control" of the Company, unvested time-vested restricted stock awards would vest. Other than the terms of Mr. Gomez's severance benefit agreement discussed in "Employment and Related Agreements" above and the acceleration of restricted stock awards for Mr. Gomez and Ms. Bennett upon death or a "change in control," they are not contractually entitled to any other severance payments upon their termination or a "change in control" of the Company. Under the employment agreement in place, payments to Mr. Casey could vary depending on the cause of termination and whether or not the Board elects to enforce a non-compete agreement. Mr. Casey's agreement contains a "double trigger" change in control related to cash severance, requiring a qualifying termination of employment within 24 months following a qualifying change in control event, which is consistent with external market practice. The various payment scenarios for Mr. Casey are: Payments upon termination without cause, by the executive for good reason or non-renewal by the Company (the non-compete agreement is automatically enforced). Amounts under this scenario include the following to the extent Mr. Casey has not been already paid: •an amount equal to 1.5 times the sum of one year's salary plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over eighteen months; •bonus and incentive compensation earned as of the termination date; •vacation time, earned and unused; •medical benefits for eighteen months following termination; and •all unvested stock options and unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions then those awards will only become vested if and to the extent that such awards would have become vested in accordance with their terms if Mr. Casey's employment had continued; and provided further that, if such award is subject to periodic vesting based upon performance conditions established for each vesting period, then the annual performance conditions applicable to any such award following the termination of Mr. Casey's employment shall be the same as the last periodic performance goal established with respect to such award prior to the termination of Mr. Casey's employment or, if more favorable to Mr. Casey, the periodic performance conditions established for performance-based vesting of equity or equity-based awards granted to other senior executives who are then still employed by the Company. Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is enforced. Amounts under this scenario include the following to the extent they have not been already paid: •one year's salary paid in monthly installments, less the amount of medical insurance premiums that would have paid had he remained employed; •bonus and incentive compensation earned as of the termination date; •vacation time, earned and unused; and •medical benefits for twelve months following termination. All unvested stock options and all unvested restricted shares shall be forfeited under this scenario. Payments upon termination with cause, by Mr. Casey without good reason or non-renewal by Mr. Casey where the non-compete agreement is not enforced. Amounts under this scenario include the following to the extent he has not been already paid: •vacation time, earned and unused; and •medical benefits for twelve months following termination. All unvested stock options and all unvested restricted shares shall be forfeited under this scenario.

  12. Payments upon termination due to a change in control (the non-compete agreement is automatically enforced)

    Payments upon termination due to a change in control (the non-compete agreement is automatically enforced) Amounts under this scenario include the following to the extent Mr. Casey not been already paid: •an amount equal to two times the sum of one year's salary plus the annual bonus paid for the most recently completed year, to be paid in monthly installments over twenty-four months; •bonus and incentive compensation earned as of the termination date; •vacation time, earned and unused; •medical benefits for eighteen months following termination; and •all unvested stock options and all unvested restricted shares shall be fully vested; provided, however, that to the extent that any such awards are subject to performance-based vesting conditions, the performance goals were achieved at 100% of the target performance.

  13. Payments upon termination due to death

    Payments upon termination due to death Amounts under this scenario include the following to the extent they have not been already paid: •bonus and incentive compensation earned as of the termination date; •vacation time, earned and unused; •medical benefits for eighteen months following termination; and •all unvested stock options and all unvested restricted shares shall be fully vested.

  14. Payments upon termination due to disability

    Payments upon termination due to disability Amounts under this scenario include the following to the extent they have not been already paid: •bonus and incentive compensation earned as of the termination date; •vacation time, earned and unused; •disability benefits, if any, at least equal to those then provided by the Company to disabled executives and their families; •medical benefits for twelve months following termination; and •all unvested stock options and all unvested restricted shares shall be fully vested.

  15. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes all outstanding equity awards held by our named executive officers as of December 31, 2023:

  16. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Award Grant Year (1) | Number of Shares of Stock That Have Not Vested (#) (2) | Market Value of Shares of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Brian O. Casey | — | — | — | 2023 | 50,649 | 636,658 | — | — | | | — | — | — | 2022 | 12,313 | 154,774 | — | — | | Fabian Gomez | — | — | — | 2023 | 16,208 | 203,735 | — | — | | | | | | 2022 | 10,158 | 127,686 | | | | | | | | 2021 | 4,332 | 54,453 | | | | | | | | 2020 | 2,259 | 28,396 | | | | | | | | | 1,280 | | | | | Leah Bennett | — | — | — | 2023 | 16,208 | 203,735 | — | — | | | | | | 2022 | 9,259 | 116,386 | | | | | | | | 2021 | 3,204 | 40,274 | | | | | | | | 2020 | 1,463 | 18,390 | | |

  17. Outstanding Equity Awards at December 31, 2023

    (1) The years in column (e) reflect the year in which the award was granted. The 2020 grant was for 2019 performance year, the 2021 grant was for 2020 performance year, the 2022 grant was for 2021 performance year, and the 2023 grant was for the 2022 performance year. (2) The shares in column (g) will vest in late February of each year according to the following schedule provided that the individual is still employed on the vesting date. The 2020 grant vested with 25% vesting Year 1, 25% vesting Year 2, 25% vesting Year 3, and 25% vesting Year 4. The 2021, 2022 and 2023 grants vest over a 3-year period with 34% vesting Year 1, 33% vesting Year 2, and 33% vesting Year 3. (3) The amounts in columns (h) and (i) reflect the value of the shares shown in columns (g) and (i), respectively, multiplied by $12.57, the closing market price of our common stock as of December 29, 2023, the last business day in 2023.

  18. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  19. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Brian O. Casey1 ($) | Compensation Actually Paid to Brian O. Casey1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on4: TSR ($) | Net Income (Loss) ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 2,067,532 | 2,135,660 | 866,067 | 924,267 | 108.19 | 10.6 | | 2022 | 1,362,050 | 1,265,667 | 764,108 | 623,349 | 91.04 | (4.6) | | 2021 | 1,704,900 | 1,744,152 | 813,975 | 840,913 | 132.70 | 9.8 |

  20. Pay Versus Performance Disclosure

    1.Brian O. Casey was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  21. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | | Fabian Gomez | Fabian Gomez | Fabian Gomez | | Julie K. Gerron | Leah Bennett | Leah Bennett | | Murray "Terry" Forbes III | | | | Steven Paddon | | |

  22. Pay Versus Performance Disclosure

    2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. 4.Assumes $100 was invested in the Company for the period starting December 31, 2021, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance.

  23. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Brian O. Casey ($) | Exclusion of Stock Awards for Brian O. Casey ($) | Inclusion of Equity Values for Brian O. Casey ($) | Compensation Actually Paid to Brian O. Casey ($) | | 2023 | 2,067,532 | (625,000) | 693,128 | 2,135,660 |

  24. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 866,067 | (200,000) | 258,200 | 924,267 |

  25. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  26. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Brian O. Casey ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Brian O. Casey ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Brian O. Casey ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Brian O. Casey ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Brian O. Casey ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Brian O. Casey ($) | Total - Inclusion of Equity Values for Brian O. Casey ($) | | 2023 | 659,450 | 25,073 | — | 8,605 | — | — | 693,128 |

  27. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 211,028 | 31,233 | — | 15,939 | — | — | 258,200 |

  28. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR")

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.

  29. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.