DEF 14A of JOINT Corp
Filed Apr 19, 2024 · FY20230001171843-24-002105
Board Nominees
Board Nominees The following table provides summary information about the nominees for director. Each director is elected by a majority of votes cast.
Board Nominees
| Nominee | Age | Director Since | Principal Occupation | Committees | | Matthew E. Rubel | 66 | 2017 | Current Chair of MidOcean Partners Private Equity Consumer Group; current Chair of Holley Inc.; former Executive Chair of KidKraft, Inc.; former director of Hudson’s Bay Company, HSNi and Treehouse Foods; former director, President and CEO of Varsity Brands, Inc.; former Chair, President and CEO of Collective Brands, Inc. and Cole Haan, Inc.; former Senior Advisor with Roark Capital Group & TPG Capital, L.P. | • Nominating and Governance | | Ronald V. DaVella | 66 | 2014 | Current Financial Advisor to Manufacturing Succession Holding and Universal Health; current Vice Chair of the Strategic Advisory Board, AURA Ventures; current director of Universal Health Group, current director of Delta Dental of Arizona; current director of NorthStar Security Holdings; former Audit Partner, Deloitte & Touche LLP; former Executive Vice President of Finance, The Alkaline Water Company and recently elected to its board of directors; former director and CFO of Nanoflex Power Corporation; former CFO of Amazing Lash Studio LLC | • Audit (Chair) • Nominating and Governance |
Board Nominees
| Suzanne M. Decker | 62 | 2017 | Current Advisor for Bond Veterinary, Inc. (Bond Vet); Current Director of Lightwave Dental; Former Executive Project Sponsor and former Chief Human Resources Officer for Aspen Dental Management, Inc.; former director of Refresh Mental Health | • Compensation (Chair) | | Jefferson Gramm | 48 | 2024 | Current Co-Founder, Partner and Portfolio Manager, Bandera Partners LLC; current Chairman of the Board of Directors, Tandy Leather Factory, Inc.; current Director, Innovative Food Holdings, Inc.; former Director, Rubicon Technology Inc.; former Director, Ambassadors Group Inc.; former Director, Morgan’s Foods Inc.; former Director, Peerless Systems Corporation | • Compensation | | Peter D. Holt | 65 | 2016 | President and Chief Executive Officer, The Joint Corp. | | | Abe Hong | 52 | 2018 | Current Executive Vice President and Chief Technology Officer, Learning Care Group; former Chief Operations Officer, Technologent; former Executive Vice President & Chief Information Officer at Discount Tire Company | • Audit • Compensation | | Glenn J. Krevlin | 64 | 2019 | Former Founder and Managing Partner, Principal and Portfolio Manager of Glenhill Capital Advisors LLC; former director and former chair of Design Within Reach, Inc.; former director of Centric Brands, Inc. and Restoration Hardware, Inc. | • Audit • Nominating and Governance (Chair) |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our Board of Directors is currently set at seven directors. As previously reported in our Current Report on Form 8-K filed on November 8, 2023, in connection with the Nomination and Standstill Agreement executed on November 6, 2023, the Board of Directors agreed to appoint Mr. Jefferson Gramm to the Board of Directors effective as of January 2, 2024 (subject to certain conditions) to serve until the election and qualification of his successor at the 2024 Annual Meeting. With the exception of Peter D. Holt, our President and Chief Executive Officer, all of our directors are outside directors (i.e., directors who are neither officers nor employees of our company). Our common stock is listed on the Nasdaq Capital Market, and accordingly, we have used the definition of “independence” of the Nasdaq Stock Market to determine whether our directors are deemed to be independent and the enhanced definition of “independence” under Nasdaq and SEC rules to determine whether members of certain committees are deemed to be independent. Based on those definitions, we have determined that, with the exception of Peter D. Holt, our President and Chief Executive Officer, all of our directors are independent under the applicable rules. The relationships and transactions reviewed and considered are more fully described in “Corporate Governance -- Director Independence” below. Each director elected at the 2024 Annual Meeting will hold office until our annual meeting of stockholders in 2025 (the “2025 Annual Meeting”) or until his or her successor is elected and qualified. The election of directors is uncontested.
Nominees for Director
Nominees for Director The following table provides information about the nominees for election as directors.
Nominees for Director
| Nominee | Position with our Company | Age | | Matthew E. Rubel | Lead Director | 66 | | Ronald V. DaVella | Director | 66 | | Suzanne M. Decker | Director | 62 | | Jefferson Gramm | Director | 48 | | Peter D. Holt | President, Chief Executive Officer and Director | 65 | | Abe Hong | Director | 52 | | Glenn J. Krevlin | Director | 64 |
Nominees for Director
| | The Joint Corp. 2024 Board of Directors | |
Nominees for Director
| Matthew E. Rubel Current Chair, Mid Ocean Partners Private Equity Consumer Group; Current Chair, Holley Inc.; Former Executive Chair, KidKraft, Inc.; Former Director, TreeHouse Foods, Inc.; Former Director, Hudson’s Bay Company, and HSNi; Former Director, President and CEO, Varsity Brands, Inc.; Former Chair, President and CEO, Collective Brands, Inc.; Former Chair, President and CEO, Cole Haan, Inc.; Former Senior Advisor, Roark Capital Group & TPG Capital, L.P Director Since: 2017 Age: 66 Biography: Matthew E. Rubel has served as a director since June 2017. Mr. Rubel currently serves as the Chair of the executive board for MidOcean Partners Private Equity Consumer Group and Holley Inc. Previously, he served as Executive Chair of KidKraft, Inc., director of TreeHouse Foods, Inc. and as director, President, and CEO of Varsity Brands, Inc. From 2015 to 2017, he served as a Senior Advisor at Roark Capital Group. From 2011 to March 2015, he served as Senior Advisor to both TPG Capital, L.P. and TPG Growth. Prior to his advisor roles, Mr. Rubel served as President and Chief Executive Officer of Collective Brands, Inc. from 2005, and as its Chair from 2008, until 2011. From February 1999 to July 2005, he served as Chair, President and Chief Executive Officer of Cole Haan. Prior to joining Cole Haan, Mr. Rubel served as an Executive Vice President of J. Crew Group and Chief Executive Officer of Popular Club Plan from 1994 to 1999. Mr. Rubel has been a director of numerous multi-national retail companies and consumer brands. In addition, Mr. Rubel has served on the Board of Hudson’s Bay Company and HSN, Inc. (also known as HSNi), the holding company of HSN and Cornerstone Brands, and Supervalu. In 2010, Mr. Rubel became a Presidential Appointee to the House Advisory Council on Trade Policy Negotiation. Mr. Rubel’s qualifications to serve on the Board of Directors include his extensive business and management experience, along with his extensive private and public company board and committee experience. Education: BS in Journalism, Ohio University; MBA in Marketing and Finance, University of Miami | Skills & Qualifications: Franchising & Industry Expertise Financial Acumen & Expertise Senior Management Leadership CEO Leadership Operations Management Expertise Public Company Board Service Corporate Finance & M&A Expertise Marketing & Branding Expertise Risk Management Expertise Independent Director The Joint Corp Committees: Nominating & Governance Other Public Company Boards: Current Holley Inc. Previous TreeHouse Foods, Inc. Collective Brands, Inc. Hudson’s Bay Company HSN, Inc. Supervalu |
Nominees for Director
| Ronald V. DaVella Current Director, Delta Dental of Arizona; Current Director, Universal Health Group; Current Director and former SVP of Finance, The Alkaline Water Company; Current Partner and Financial Advisor, Industrial Succession Corp; Current Director, NorthStar Security Holdings; Former Director, Mobile Holding Properties, LLC; Former Director and Chief Financial Officer, NanoFlex Power Corp.; Former Chief Financial Officer, Amazing Lash Studio Franchise LLC; Former Audit Partner, Deloitte & Touche LLP Director Since: 2014 Age: 66 Biography: Ronald V. DaVella has served as a director since our initial public offering in 2014. In March 2023, Mr. DaVella joined the board of The Alkaline Water Company, a consumer public company producing and selling alkaline water under the brand name Alkaline 88, where he previously served as Senior Vice President of Finance from April 2019 to January 2020. He also serves as a member of the board of directors at Delta Dental of AZ, a dental insurance company, and Universal Health Group, a company rolling up home health businesses. He is also a partner of and financial advisor to Industrial Succession Corp, a holding company which currently owns American Sheet Metal, a manufacturer of sheet metal products in CA. From May 2017 to March 2019, he served as director and Chief Financial Officer for NanoFlex Power Corporation, a public company that was commercializing two disruptive solar technologies. He also formerly served as the Chief Financial Officer for Amazing Lash Studio Franchise LLC, a franchisor of eyelash extension service studios with over 200 operating locations in the US, from March 2016 to May 2017. From August 2015 to February 2019, Mr. DaVella was also a franchise owner with Amazing Lash Studio Franchise LLC. Mr. DaVella was an audit partner with Deloitte & Touche LLP from June 1989 to July 2014. Mr. DaVella is a certified public accountant in the state of Arizona. He has assisted his clients with mergers and acquisitions, operational and financial controls, internal and external reporting, financings and public offerings and filings with the SEC. Mr. DaVella’s qualifications to serve on the Board of Directors include his accounting and financial expertise as a certified public accountant, service in leadership and financial advisory positions in a number of companies, and experience in franchise operations. Education: BS in Accounting, Queens College; MBA in Finance, Pace University | Skills & Qualifications: Franchising & Industry Expertise Public Company Board Service Financial Acumen & Expertise Senior Management Leadership Corporate Finance & M&A Expertise Real Estate Expertise Operations Management Expertise Risk Management Expertise Independent Director The Joint Corp Committees: Audit, Nominating & Governance Other Public Company Boards: Current The Alkaline Water Company Inc. Previous Nanoflex Power Corporation |
Nominees for Director
| Suzanne M. Decker Current Advisor, Bond Veterinary, Inc.; Current Director, Lightwave Dental Retired, former Chief Human Resource Officer, Aspen Dental Management, Inc.; Former Director, Refresh Mental Health; Director Since: 2017 Age: 62 Biography: Suzanne Decker has served as a director since June 2017. On December 31, 2022, Ms. Decker retired after 22 years of service with Aspen Dental Management, Inc. (ADMI). ADMI has grown to more than 1,000 dentist owned dental practices, doing business as Aspen Dental. With ADMI, Ms. Decker served as the company’s Chief Human Resources Director until April 1, 2021. From 2021 until her retirement, Ms. Decker was appointed as the Executive Project Sponsor responsible for driving organizational initiatives by helping to bridge the communications gap between influencers and implementers. ADMI acquired WellNow Urgent Care (formerly Five Star Urgent Care) in 2016, Rejuv Medical Aesthetic Clinic and ClearChoice Management Services (CCMS) in 2020, and AZ PetVet in 2022. Prior to her appointment as Executive Project Sponsor, Ms. Decker provided HR advisory support services to WellNow Urgent Care, Rejuv and ClearChoice, with more than 200, 7 and 78 facilities, respectively, throughout the United States. Additionally, Ms. Decker was responsible for all HR-related activities to support ADMI’s and Aspen Dental’s 15,000 team members including compensation, benefits, performance and talent management, engagement and employee relations, talent acquisition, learning and development, field HR and employment practices liability. Ms. Decker joined ADMI’s field operations team in 2002, supporting practice operations. Prior to joining ADMI, Ms. Decker was Director of Human Resources for the Davis Vision Companies, a vertically integrated vision services provider. Since November 2023, Ms. Decker serves as a Director on the Board of Directors for Lightwave Dental, a dental services organization with 87 practice locations headquartered in Virginia. From January 2021 until its sale in February 2022, Ms. Decker served as a board member at Refresh Mental Health, a privately-held national network of locally-managed mental health facilities. Since April 2022, Ms. Decker has served in an advisory capacity for Bond Vet, Inc. a multi-site, multi-state retail veterinary business, with a focus on human resources and talent acquisition. Ms. Decker’s qualifications to serve on the Board of Directors include her executive-level experience and expertise in human resources, including expertise in talent management and recruitment and human capital strategy. Education: BS in Childhood Education, Russell Sage College. | Skills & Qualifications: Franchising & Industry Expertise Senior Management Leadership Marketing & Branding Expertise Operations Management Expertise Independent Director The Joint Corp Committees: Compensation Other Public Company Boards: None |
Nominees for Director
| Jefferson Gramm Current Co-Founder, Partner and Portfolio Manager, Bandera Partners LLC; Current Chairman of the Board, Tandy Leather Factory, Inc.; Current Director, Innovative Food Holdings, Inc. Former Director, Rubicon Technology Inc.; Former Director, Ambassadors Group Inc.; Former Director, Morgan’s Foods Inc.; Former Director, Peerless Systems Corporation Director Since: 2024 Age: 48 Biography: Jefferson Gramm has served as a director since January 2024. Mr. Gramm is a co-founder, partner and portfolio manager at Bandera Partners LLC, a New York based investment fund founded in 2006. Prior to founding Bandera in 2006, he served as Managing Director of Arklow Capital, LLC, a hedge fund focused on distressed and value investments, from October 2004 to July 2006. Mr. Gramm has extensive board experience and currently serves as the Chairman of the Board of Tandy Leather Factory, Inc. and as a director of Innovative Food Holdings, Inc. Mr. Gramm previously served on the Board of Directors of Rubicon Technology, Inc., Ambassadors Group Inc., Morgan’s Foods Inc., and Peerless Systems Corp. Mr. Gramm’s qualifications to serve on the Board of Directors include his extensive board experience and his unique and valuable perspective with respect to corporate governance, our stockholder base and stockholder issues in general. Education: BA in Philosophy from University of Chicago; MBA, Columbia | Skills & Qualifications: Franchising & Industry Expertise Public Company Board Expertise Financial Acumen & Expertise Independent Director The Joint Corp Committees: Compensation Other Public Company Boards: Current Tandy Leather Factory, Inc. Innovative Food Holdings, Inc. Previous Rubicon Technology, Inc. |
Nominees for Director
| Peter D. Holt President and Chief Executive Officer, The Joint Corp. Director Since: 2016 Age: 65 Biography: Peter D. Holt has served as our President and Chief Executive Officer since January 2017. At various times between April 2016 and January 2017, Mr. Holt served as Chief Executive Officer, acting Chief Executive Officer, and Chief Operating Officer. Mr. Holt began serving as our director in August 2016. Mr. Holt has had extensive operational experience in senior management with companies that have multiple store locations and franchises. Most recently, he served as President and CEO of Tasti D-Lite LLC, a retailer of lower-fat dairy desserts. He held that position from 2013 until Tasti D-Lite was purchased by Kahala Brands in June of 2015. From 2007 through 2012, he was Chief Operating Officer of Tasti D-Lite. While at Tasti D-Lite, among other achievements, he led the team to convert the licensed retail network into a business format franchise structure. He also led the acquisition of Planet Smoothie and managed the integration of the two brands. Prior to Tasti D-Lite, from 2005 until 2007, Mr. Holt served as Executive in Residence of Great Hill Partners, a Boston-based private equity firm. At Great Hill Partners, he was responsible for identifying, qualifying and assisting in the due diligence process of potential franchisor acquisitions. He was the Chief Operating Officer of 24Seven Vending (U.S.), a subsidiary of the New Zealand publicly traded company, VTL Group Limited, from 2004 until 2005. At 24Seven Vending (U.S.), Mr. Holt was responsible for all aspects of the implementation of an acquisition-to-franchise conversion expansion strategy in parallel with managing the financing, sales, operations, technology and training for the company. From 1997 through 2003, Mr. Holt held various positions with Mail Boxes, Etc., including Executive Vice President of Franchise Sales and Development, Senior Vice President, International, and Vice President, International. He was responsible for all franchise sales functions including domestic sales, site selection/retail center development, and the international sales and operations division. Mr. Holt also held positions at Brice Foods, Inc. (1990-1996) and International Franchise Association (1986-1990). Mr. Holt’s qualifications to serve on the Board of Directors include his position as our President and Chief Executive Officer, with extensive knowledge of us, our operations and people, and his leadership-level operational experience in franchised companies throughout his career. Education: BA in Political Science, University of Washington; MA in Latin American History, University of London | Skills & Qualifications: Franchising & Industry Expertise Public Company Board Service Financial Acumen & Expertise Senior Management Leadership CEO Leadership Operations Management Expertise Corporate Finance & M&A Expertise Marketing & Branding Expertise Real Estate Expertise Risk Management Expertise Non-Independent Director The Joint Corp Committees: None Other Public Company Boards: None |
Nominees for Director
| Abe Hong Current EVP, Chief Technology Officer, Learning Care Group; Former Chief Operations Officer, Technologent; Former EVP, Chief Information Officer, Discount Tire Company; Former Senior Vice President and Chief Information Officer, Red Rock Resorts, Inc.; Former Vice President, Global IT Infrastructure & Technology Architecture Starbucks Corp. Director Since: 2018 Age: 52 Biography: Abe Hong has served as a director since June 2018. Mr. Hong is currently the Executive Vice President and Chief Technology Officer for Learning Care Group, an early child education company. In his current role, Mr. Hong is responsible for leading all aspects of Learning Care Group’s technology strategy, its information technology function & capabilities, overseeing technical infrastructure, audit, cyber security, and all digital initiatives. Mr. Hong formerly served as Executive Vice President and Chief Operations Officer at Technologent from June 2020 to August 2021. Technologent is a global company specializing in digital consulting, technical solution development and managed services. In this role, Mr. Hong was responsible for the company’s business strategy, human resources, product development, audit, corporate cybersecurity, and customer-facing service delivery. Prior to Technologent, Mr. Hong served as Executive Vice President and Chief Information Officer for Discount Tire Company from August 2017 to February 2020. In this role, Mr. Hong was responsible for all customer-facing and back-of-house systems and for the company’s digital technology strategy. Discount Tire Company is a $5 billion privately held retail company, headquartered in Scottsdale, Arizona, with 950+ stores and a strong online presence. Prior to Discount Tire, Mr. Hong served as Senior Vice President and Chief Information Officer at Red Rock Resorts, Inc. Mr. Hong was instrumental in modernizing the company’s enterprise systems to facilitate its 2016 initial public offering and its overall digital business strategy. Before that, Mr. Hong was responsible for international IT and all customer and back-office technology at Starbucks Corporation. In that role, he led and supported key IT initiatives, including enabling strong international store growth, managing the global rollout of a new point-of-sale mobile application and integrating retail infrastructure across three continents. Mr. Hong’s qualifications to serve on the Board of Directors include his expertise and executive-level experience in information technology and cybersecurity. Education: BE in Engineering, United States Military Academy at West Point | Skills & Qualifications: Franchise & Industry Expertise Public Company Board Service Senior Management Leadership Operations Management Expertise IT and Risk Management Expertise Independent Director The Joint Corp Committees: Audit, Compensation Other Public Company Boards: None |
Nominees for Director
| Glenn J. Krevlin Former Founder, Managing Partner, Principal and Portfolio Manager of Glenhill Capital Advisors LLC; Former Director and Former Chair, Design Within Reach, Inc.; Former Director, Centric Brands, Inc.; Former Director, Restoration Hardware Director Since: 2019 Age: 64 Biography: Glenn Krevlin has served as a director since June 2019. Mr. Krevlin previously served as the Founder, Managing Partner, Principal and Portfolio Manager of Glenhill Capital Advisors LLC ("GCA"), a fundamental equity investment manager. Mr. Krevlin founded and worked at GCA from 2001 to 2018. Previously, Mr. Krevlin was a Partner and Portfolio Manager at Cumberland Associates, Cumberland Partners, and Long View Partners (collectively, “Cumberland Associates”), an affiliated group of value oriented private investment partnerships, from 1994 to 2000. Before attaining partnership, Mr. Krevlin worked as an associate at Cumberland Associates from 1989 to 1994. Prior to that, Mr. Krevlin served as Vice President & Associate at The Goldman Sachs Group, Inc., in the Institutional Equity Sales department, from 1982 to 1989. Mr. Krevlin also served on the Board of Directors for Design Within Reach, Inc., a modern furniture design company, from August 2009 until 2021 (including as Chair from August 2009 to July 2014). Additionally, Mr. Krevlin served on the Board of Directors of Centric Brands Inc. (f/k/a Differential Brands Group Inc.), a leading lifestyle brands collective, from October 2018 to October 2020. Prior to that, Mr. Krevlin served on the Board of Directors of Restoration Hardware, a home-furnishings company, from 2001 to 2012. Mr. Krevlin’s qualifications to serve on the Board of Directors include his public company board experience and his substantial financial acumen and expertise and experience in the financial services industry. Education: BA in Economics and Government, Wesleyan University; MBA New York University | Skills & Qualifications: Franchising & Industry Expertise Financial Acumen & Expertise Senior Management Leadership Public Company Board Expertise Independent Director The Joint Corp Committees: Audit, Nominating & Governance Other Public Company Boards: Current None Previous Centric Brands, Inc. Design Within Reach, Inc. (a subsidiary of Herman Miller, Inc.) |
Director Compensation
Director Compensation The following table sets forth compensation paid to our non-employee directors for the year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock(1)(2) Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Matthew E. Rubel | $67,000 | $50,000 | $— | $— | $— | $— | $117,000 | | James H. Amos Jr.(3) | 22,000 | — | — | — | — | — | 22,000 | | Ronald V. DaVella | 66,000 | 50,000 | — | — | — | — | 116,000 | | Suzanne M. Decker | 55,000 | 50,000 | — | — | — | — | 105,000 | | Abe Hong | 57,000 | 50,000 | — | — | — | — | 107,000 | | Glenn J. Krevlin | 55,000 | 50,000 | — | — | — | — | 105,000 |
Director Compensation
| (1) The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in reaching this valuation, see “Restricted Stock” in Note 8 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. |
Director Compensation
| (2) The aggregate number of unvested stock awards outstanding at December 31, 2023 held by each non-employee director was as follows: Mr. Rubel – 3,668; Mr. DaVella – 3,668; Ms. Decker – 3,668; Mr. Hong – 3,668; and Mr. Krevlin – 3,668. |
Director Compensation
| (3) Mr. Amos resigned as a Director as of May 25, 2023. |
Director Compensation
In 2023, each director who was not also one of our employees, upon election or re-election to the Board of Directors, received a fee of $50,000 per year. Each non-employee director, upon his or her election or re-election as a director, also received that number of restricted shares equal to $50,000, divided by the closing price of our stock on the election date. This restricted stock was granted under The Joint Corp. 2014 Incentive Stock Plan (the “2014 Plan”) and will vest on the earlier of (i) one year from the grant date and (ii) the date of the next annual meeting of our stockholders occurring after the date of grant. In addition to the compensation described above, each committee chair received an annual committee chair stipend in the following amount:
Director Compensation
| • | Audit Committee chair: $10,000 |
Director Compensation
| • | Compensation Committee chair: $5,000 |
Director Compensation
| • | Nomination and Governance Committee chair: $5,000 |
Director Compensation
Each non-chair member of the committees listed above received an annual stipend of $2,000. Our lead director received an annual stipend in the amount of $15,000. The Board of Directors formed a special Information Technology Committee to oversee the selection, development and implementation of our new IT platform. The members of this committee received an annual stipend in the amount of $5,000. All fees payable to directors are payable quarterly. All of our non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the committees thereof and for other expenses reasonably incurred in their capacity as directors.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued during our fiscal years ended December 31, 2023 and 2022 to our President and Chief Executive Officer and Chief Financial Officer, which we refer to as our “named executive officers” or “NEOs.”
Summary Compensation Table
| Name | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | | Peter D. Holt | 2023 | $418,200 | $— | $164,231 | $101,815 | $— | $— | $16,085 | $700,331 | | President and Chief | 2022 | 453,446 | — | 117,137 | 135,338 | — | — | 16,085 | 722,006 | | Executive Officer | 2021 | 416,623 | — | 61,540 | 152,199 | 324,453 | — | 10,231 | 965,046 | | Jake Singleton | 2023 | 311,298 | — | 118,321 | 44,604 | — | — | 12,452 | 486,675 | | Chief Financial Officer | 2022 | 270,679 | — | 56,428 | 69,069 | — | — | 10,242 | 406,418 | | | 2021 | 245,192 | — | 38,360 | 73,553 | 125,000 | — | 9,567 | 491,672 |
Summary Compensation Table
| (1) The amounts in these columns represent the share-based compensation expense recorded in our audited financial statements for the years ended December 31, 2023, 2022 and 2021. For a discussion of the assumptions used in reaching this valuation, see “Stock-Based Compensation” in Note 8 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. |
Summary Compensation Table
| (2) The amounts in this column represent company contributions (including matching contributions), whether or not vested, on a nondiscriminatory basis to a defined contribution plan (e.g., 401(k) plan). |
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO ($) | Summary Compensation Table Total for non-PEO named executive officers(1) ($) | Compensation Actually Paid to non-PEO named executive officers ($) | Value of initial fixed $100 investment based on Total Shareholder Return ($) | Net Income/(Loss) ($) | EBITDA(2) ($) | | 2023 | $700,331 | $561,371 (3) | $486,675 | $440,384 (4) | $(63) | $(9,752,197) | $10,288,420 | | 2022 | 722,006 | (1,727,094) (3) | 406,418 | (820,580) (4) | (47) | 626,705 | 7,474,876 | | 2021 | 965,046 | 3,996,907 (3) | 491,672 | 2,544,036 (4) | 150 | 6,575,770 | 11,441,366 |
Pay versus Performance Table
| (1) Peter Holt, our President and Chief Executive Officer, was our principal executive officer (“PEO”), and Jake Singleton, our Chief Financial Officer, was our only non-PEO NEO. |
Pay versus Performance Table
| (2) We base cash bonuses for our PEO and other NEO under our short-term incentive plan on the achievement of a target EBITDA established by our Board of Directors each year. We define EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. Please see “Part II, Item 7, Non-GAAP Financial Measures” on page 38 of our annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024, for the reconciliation of net income to Adjusted EBITDA. |
Pay versus Performance Table
| Adjustments to Determine Compensation to PEO | 2023 | 2022 | 2021 | | Deduction for amounts reported under “Stock Awards” column in SCT | ($164,231) | ($117,137) | ($61,540) | | Deduction for amounts reported under “Option Awards” column in the SCT | (101,815) | (135,338) | (152,199) | | Increase for fair value of awards granted during year that remain unvested during that year | 166,311 | 92,687 | 475,478 | | Increase for fair value of awards granted during year that vest during that year | - | - | - | | 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 | (61,052) | (1,451,457) | 1,751,157 | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 21,827 | (837,855) | 1,018,965 | | Deduction of fair value of awards granted prior to year that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of awards | - | - | - | | TOTAL ADJUSTMENTS | ($138,960) | ($2,449,100) | $3,031,861 |
Pay versus Performance Table
| Adjustments to Determine Compensation to non-PEO NEO | 2023 | 2022 | 2021 | | Deduction for amounts reported under “Stock Awards” column in SCT | ($118,321) | ($56,428) | ($38,360) | | Deduction for amounts reported under “Option Awards” column in the SCT | (44,604) | (69,069) | (73,553) | | Increase for fair value of awards granted during year that remain unvested during that year | 139,451 | 42,611 | 217,434 | | Increase for fair value of awards granted during year that vest during that year | - | - | - | | 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 | (27,975) | (438,884) | 834,165 | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 5,158 | (705,228) | 1,112,678 | | Deduction of fair value of awards granted prior to year that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of awards | - | - | - | | TOTAL ADJUSTMENTS | ($46,291) | ($1,226,998) | $2,052,364 |
Pay versus Performance Table
We provide our PEO and other NEO with the opportunity to earn incentive awards in the form of restricted stock and stock options under a performance-based incentive pay program, based on achievement of individual goals and our achievement of milestones that advance our core business strategies. We believe that the use of equity awards in our performance-based incentive pay program serves to align our PEO’s and NEO’s interests with our stockholders’ interests in the long term. We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Thus, the compensation actually paid for our NEOs may not be correlated with our total shareholder return or net income (loss) for any given year, including the years set forth in the table, as the market price of our common stock is affected by many factors and may not reflect the achievement of milestones under our performance-based incentive pay program. However, because a significant portion of our NEOs’ total compensation is in the form of equity, compensation actually paid values for our PEO and other NEO (as calculated in accordance with Item 402(v) of Regulation S-K) is strongly aligned with our total shareholder return. In fiscal 2021, compensation actually paid was higher than the Summary Compensation table total compensation for our PEO and other NEO, primarily due to our strong total shareholder return performance during the year. The opposite was true for fiscal 2022 and 2023, primarily due to a decline in our total shareholder return. The graphs below compare the compensation actually paid to our PEO and the compensation paid to our remaining NEO, with (i) our cumulative total shareholder return, (ii) our net income, and (iii) our EBITDA, in each case, for the fiscal years ended December 31, 2023, 2022 and 2021.
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table provides a summary of equity awards outstanding at December 31, 2023 for each of our named executive officers.
Outstanding Equity Awards at 2023 Year-End
| Name | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration date | Number of shares of stock that have not vested | Market value of shares that have not vested | | Peter D. Holt | 95,000 | —(3) | $3.14 | 5/3/2026 | | | | | 50,000 | —(4) | $2.23 | 7/11/2026 | | | | | 20,003 | —(5) | $3.88 | 5/9/2027 | | | | | 15,000 | —(6) | $5.51 | 11/10/2027 | | | | | 21,614 | —(7) | $8.25 | 8/7/2028 | | | | | 34,718 | —(8) | $12.02 | 3/5/2029 | | | | | 16,494 | 5,498(9) | $14.68 | 3/3/2030 | | | | | 4,162 | 4,162(10) | $45.39 | 3/2/2031 | | | | | — | — | — | — | 24,537(11) | $235,800 | | Jake Singleton | 10,000 | —(12) | $4.10 | 3/14/2026 | | | | | 20,000 | —(13) | $2.24 | 8/9/2026 | | | | | 10,473 | —(14) | $3.88 | 5/9/2027 | | | | | 10,000 | —(15) | $5.51 | 11/10/2027 | | | | | 3,242 | —(16) | $8.25 | 8/7/2028 | | | | | 35,000 | —(17) | $7.10 | 11/6/2028 | | | | | 7,543 | 2,514(18) | $14.68 | 3/3/2030 | | | | | 1,904 | 1,904(19) | $45.39 | 3/2/2031 | | | | | — | — | — | — | 17,830(20) | $171,346 |
Outstanding Equity Awards at 2023 Year-End
| (1) Outstanding stock options at December 31, 2023 become exercisable in accordance with the vesting schedule below. Each option award expires on the ten-year anniversary of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (2) Restricted stock awards at December 31, 2023 become vested in accordance with the vesting schedule below. Per share market value at December 29, 2023 was $9.61. |
Outstanding Equity Awards at 2023 Year-End
| (3) Options to acquire 95,000 shares were granted on May 3, 2016, and vested in full on May 3, 2020. |
Outstanding Equity Awards at 2023 Year-End
| (4) Options to acquire 50,000 shares were granted on July 11, 2016, and vested in full on July 11, 2020. |
Outstanding Equity Awards at 2023 Year-End
| (5) Options to acquire 20,003 shares were granted on May 9, 2017, and vested in full on March 31, 2018. |
Outstanding Equity Awards at 2023 Year-End
| (6) Options to acquire 15,000 shares were granted on November 10, 2017, and vested in full on November 10, 2021. |
Outstanding Equity Awards at 2023 Year-End
| (7) Options to acquire 21,614 shares were granted on August 7, 2018, and vested in full on August 7, 2022. |
Outstanding Equity Awards at 2023 Year-End
| (8) Options to acquire 34,718 shares were granted on March 5, 2019, and vested in full on March 5, 2023. |
Outstanding Equity Awards at 2023 Year-End
| (9) Options to acquire 21,992 shares were granted on March 3, 2020, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (10) Options to acquire 8,327 shares were granted on March 2, 2021, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (11) Restricted stock awards of 2,991 shares, 14,315 shares, 6,630 shares, 2,001 shares, and 5,027 shares were granted on May 25, 2023, March 7, 2023, February 28, 2022, March 2, 2021, and March 3, 2020, respectively, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (12) Options to acquire 10,000 shares were granted on March 14, 2016, and vested in full on March 14, 2020. |
Outstanding Equity Awards at 2023 Year-End
| (13) Options to acquire 20,000 shares were granted on August 9, 2016, and vested in full on August 9, 2020. |
Outstanding Equity Awards at 2023 Year-End
| (14) Options to acquire 10,473 shares were granted on May 9, 2017, and vested in full on May 9, 2021. |
Outstanding Equity Awards at 2023 Year-End
| (15) Options to acquire 10,000 shares were granted on November 10, 2017, and vested in full on November 10, 2021. |
Outstanding Equity Awards at 2023 Year-End
| (16) Options to acquire 3,242 shares were granted on August 7, 2018, and vested in full on August 7, 2022. |
Outstanding Equity Awards at 2023 Year-End
| (17) Options to acquire 35,000 shares were granted on November 6, 2018, and vested in full on November 6, 2022. |
Outstanding Equity Awards at 2023 Year-End
| (18) Options to acquire 10,057 shares were granted on March 3, 2020, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (19) Options to acquire 3,808 shares were granted on March 2, 2021, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Year-End
| (20) Restricted stock awards of 1,650 shares, 7,899 shares, 3,048 shares, 915 shares, and 2,299 shares were granted on May 25, 2023, March 7, 2023, February 28, 2022, March 2, 2021, and March 3, 2020, respectively, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date. Restricted stock awards of 4,962 shares were granted on May 25, 2023 and 100% of the restricted shares vest on the first anniversary of the grant date. |