DEF 14A of Universal Electronics Inc
Filed Apr 8, 2026 · FY20250001193125-26-147716
Director Nominees and Board Summary
Director Nominees and Board Summary You are being asked to vote on the election of the following director nominees. Summary biographical information and the committee memberships and leaderships of the director nominees are set forth below. Ages referenced below are as of the Record Date. See “Proposal 1 – Election of Directors” for additional information about the director nominees. Director nominees:
Director Nominees and Board Summary
| Name | Age | Independent | Audit Committee | Compensation Committee | Corporate Governance, Sustainability and Nominating Committee | Operational Review Committee | Other Public Company Boards | | Michael D. Burger (1) | 67 | ☑ | | | | | | | Satjiv S. Chahil | 75 | ☑ | | | | | | | Sue Ann R. Hamilton (2) | 65 | ☑ | | | | | 1 | | John Mutch(3) | 69 | ☑ | | | | | 2 | | Eric B. Singer (4) | 52 | ☑ | | | | | 3 |
Director Nominees and Board Summary
Chair Member
Director Nominees and Board Summary
| (1) Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025. |
Director Nominees and Board Summary
| (2) Ms. Hamilton served as Chair of the Compensation Committee until February 16, 2026, on which date she was appointed as a member of the Compensation Committee. Ms. Hamilton served as a member of the Corporate Governance, Sustainability and Nominating Committee until February 16, 2026, on which date she was appointed as Chair of the Corporate Governance, Sustainability and Nominating Committee. |
Director Nominees and Board Summary
| (3) Mr. Mutch was appointed to the Board effective April 15, 2025. Mr. Mutch was appointed as a member of the Operational Review Committee effective May 1, 2025. Mr. Mutch was appointed as a member of the Audit Committee effective July 14, 2025 and as Chair of the Audit Committee effective August 11, 2025. |
Director Nominees and Board Summary
| (4) Mr. Singer was appointed as Chairman of the Board, Chair of the Corporate Governance, Sustainability and Nominating Committee and a member of the Operational Review Committee, in each case effective May 1, 2025. Mr. Singer served as a member of the Compensation Committee until February 16, 2026, on which date he was appointed as Chair of the Compensation Committee. Mr. Singer served as Chair of the Corporate Governance, Sustainability and Nominating Committee until February 16, 2026, on which date he was appointed as a member of the Corporate Governance, Sustainability and Nominating Committee. |
Proposal 1—Election of Directors
Proposal 1—Election of Directors Pursuant to our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) the Board is currently divided into two classes, designated as Class I and Class II. Class I consists only of directors who are also employees of the Company and serve for one-year terms. Class II consists only of directors who are not employees of the Company and serve for two-year terms. There are currently no Class I directors on the Board. Five Class II directors will be elected at the 2026 Annual Meeting to serve for two-year terms. At the 2026 Annual Meeting, we are asking our stockholders to approve an amendment to our Certificate of Incorporation to declassify the Board. See “Proposal 2—Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company’s Board of Directors.” If the proposed amendment to the Certificate of Incorporation is approved, then starting with the 2027 annual meeting of stockholders, all directors will be elected annually. The following table sets forth certain information regarding each of the director nominees Ages listed are as of the Record Date. There are no family relationships among any of our directors or executive officers.
Nominees for Election at the 2026 Annual Meeting
Nominees for Election at the 2026 Annual Meeting
Director Background
Director Background
Director Background
| Michael D. Burger Audit Committee Operational Review Committee Director since May 2025 Age: 67 | Mr. Burger previously served as the Chief Executive Officer and director of FARO Technologies, Inc. (Nasdaq: FARO), a leading supplier of 3-dimensional mapping equipment and solutions that is now part of Ametek, Inc. (NYSE: AME) from June 2019 to July 2023. Prior to that, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Electro Scientific Industries, Inc. (previously Nasdaq: ESIO), a leading supplier of laser-based manufacturing solutions for the micro-technology industry that is now part of MKIS Corporation from October 2016 to February 2019. Before that, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Cascade Microtech, Inc. (previously Nasdaq: CSCD, which is now part of FormFactor, Inc.), a manufacturer of semiconductor probe card and prober systems, from July 2010 to June 2016. From April 2007 to February 2010, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Merix Corporation (previously Nasdaq: MERX), a printed circuit board manufacturer. Mr. Burger also served as a member of the board of directors of ViaSystems Group, Inc. from February 2010, after it acquired Merix, until May 2015. | | | Mr. Burger earned a Bachelor of Science from New Mexico State University and attended the International Executive Management Program at Stanford University. Mr. Burger’s experience as a public company executive and director, together with his background in technology and electronics manufacturing, enables him to provide valuable strategic, operational and governance insight to our board. |
Director Background
| Satjiv S. Chahil Compensation Committee Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee | Mr. Chahil is a Silicon Valley-based global marketing and innovations advisor, and social entrepreneur since 2011. Prior to 2011, Mr. Chahil served as Senior Vice President, Worldwide Marketing at Apple Inc. (Nasdaq: AAPL), a consumer electronics and software solution services company, Chief Marketing Officer at Palm, Inc, a provider of handheld computing and communications solutions, and Senior Vice President, Global Marketing at Hewlett-Packard’s Personal Systems Group. In his earlier career he held professional management positions at IBM and Xerox. Additionally, he has served as a Senior Advisor to several global high-tech companies, including Blackberry Ltd (NYSE: BB), BMW Group, Sony Electronics, SWAROVSKI, Beats Electronics and Starkey Hearing Technologies. He also serves as a Board member of the ASU Foundation, a Founders Circle member of the American India Foundation and as Chairman of the Chahil Foundation. | | Director since August 2002 Age: 75 | Mr. Chahil earned a Bachelor of Commerce degree from Punjab University in Chandigarh, India and a Master of International Management degree from the Thunderbird School of Global Management at Arizona State University. Mr. Chahil provides the Board with proven leadership and business experience in the areas of digital convergence, new media and global marketing gained from serving in various executive management positions with multinational information technology, computing and wireless control companies and the extensive management and corporate governance experience gained from those roles. | | Sue Ann R. Hamilton Corporate Governance, Sustainability and Nominating Committee (Chair) Compensation Committee Director since November 2019 Age: 65 | Ms. Hamilton is the Founder and Principal of Hamilton Media LLC, which advises and represents major, emerging media and technology companies, since 2007. In this role, Ms. Hamilton has served as Executive Vice President—Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency and CBS. Prior to launching Hamilton Media, she served as Executive Vice President of Programming for Charter Communications, Inc. (Nasdaq: CHTR), a cable and internet provider, from 2003 until 2007. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC and its predecessor, Tele-Communications, Inc., between 1993 and 2002. Early in her career, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis LLP, specializing in complex commercial transactions. Ms. Hamilton has also served as a member of the board of directors of Liberty Broadband Corporation (Nasdaq: LBRDA) since December 2020. She previously served as a member of the board of directors of GCI Liberty, Inc. (Nasdaq: GLIBA), which merged into Liberty Broadband Corporation in December 2020, and of FTD Companies, Inc. As representative of Mark Cuban Companies/Radical Ventures, she has been a board observer since 2012 for Philo, Inc., a privately held technology company. Ms. Hamilton earned a Bachelor of Arts degree from Carleton College and a Juris Doctorate from Stanford Law School. |
Director Background
| | Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 31 years enable her to contribute extensive knowledge and strategic insight in technology, media and telecommunications to the Board. In addition, her financial and legal experience strengthen the Board’s collective qualifications, skills and attributes. Her experience gained from membership on the boards of public and privately-held companies gives the company the benefit of observed best practices in corporate governance. | | John Mutch Audit Committee (Chair) Operational Review Committee Director since April 2025 Age: 69 | Mr. Mutch is the Founder and Managing Partner of MV Advisors LLC, a strategic block investment firm that provides focused investment and strategic guidance to small and mid-cap technology companies, since December 2005. From December 2008 to January 2014, he served as Chief Executive Officer and Chairman of the board of directors of Beyondtrust Software, a privately held security software company. Prior to this, Mr. Mutch served as President, Chief Executive Officer and a member of the board of directors of HNC Software, an enterprise analytics software provider. Before HNC Software, Mr. Mutch spent seven years at Microsoft Corporation in a variety of executive sales and marketing positions. Mr. Mutch currently serves as Chair of the board of directors of Aviat Networks, Inc. (Nasdaq: AVNW), a provider of wireless networking and access solutions, and has served on Aviat’s board since January 2015. He has also served as a member of the board of directors of Agilysys, Inc. (Nasdaq: AGYS), a provider of information technology solutions, since December 2009. From April 2017 to May 2019, Mr. Mutch served as a director at Maxwell Technologies, Inc., a manufacturer of energy storage and power delivery solutions for automotive, heavy transportation, renewable energy, backup power, wireless communications and industrial and consumer electronics applications. From July 2017 to March 2018, he served as a director at YuMe, Inc., a provider of digital video brand advertising solutions, and as a member of the board of directors of RhythmOne plc, a technology-enabled digital media company, following its acquisition of YuMe until January 2019. He served on the board of directors of Steel Excel Inc., a provider of drilling and production services to the oil and gas industry and of event-based sports services and other health-related services, from 2007 to 2016. Prior to founding MV Advisors LLC, in March 2003, Mr. Mutch was appointed by the U.S. Bankruptcy court to the board of directors of Peregrine Systems, Inc., a provider of enterprise asset and service management solutions. He assisted Peregrine in a bankruptcy work-out proceeding and served as its President and Chief Executive Officer from July 2003 to December 2005. Mr. Mutch is a veteran of the U.S. Navy and holds a Bachelor of Science in Economics from Cornell University and a Master of Business Administration from the University of Chicago. | | | Mr. Mutch’s extensive background as an executive and public company director, along with his background as a technology investor and his significant restructuring experience, enables him to provide valuable strategic and operational insight to the Board. |
Director Background
| Eric B. Singer Chairman of the Board Compensation Committee (Chair) Corporate Governance, Sustainability and Nominating Committee Operational Review Committee Director since December 2023 Age: 52 | Mr. Singer has been the President, Chief Executive Officer and Chairman of the board of directors of Immersion Corporation (Nasdaq: IMMR), a licensing company focused on the invention, acceleration, and scaling, through licensing, of innovative haptic technologies, since 2023. From 2020 until 2023, he also served as Immersion’s Executive Chairman. He has also served as the President and Chief Executive Officer of Toro 18 Holdings LLC, an entity wholly-owned by Immersion, since 2020. Mr. Singer has served as the lead independent director since September 2021 and as a director since July 2019 of A10 Networks, Inc. (NYSE: ATEN), an application controller and firewall cloud security company. Mr. Singer has also served as a member of the board of directors of Barnes & Noble Education, Inc. (NYSE: BNED) since June 2024. From 2014 through 2022, he was a Managing Member of VIEX Capital Advisors, an investment management services company, which he founded. Previously, he served on the boards of Velodyne Lidar, Inc (previously Nasdaq: VLDR); Quantum Corporation (Nasdaq: QMCO), a video data storage and management company; Numerex Corp., a provider of managed machine-to-machine enterprise solutions enabling the Internet of Things; RhythmOne plc and YuMe, Inc., each a provider of brand video advertising software and audience data; Support.com, Inc., a provider of tech support and support center services; Meru Networks Inc., a Wi-Fi network solutions company; PLX Technology, Inc., a PCI Express and ethernet semiconductor company; and Sigma Designs, Inc. (previously Nasdaq: SIGM), an integrated circuit provider for the home entertainment market, among other companies. Mr. Singer earned a Bachelor of Arts degree from Brandeis University. Mr. Singer has served as our Chairman of the Board since May 2025. | | | Mr. Singer has extensive experience in the technology sectors and particularly in developing strategies that are aimed at enhancing the overall value of the corporations he serves. Mr. Singer also has substantial experience serving on public boards. This experience assists in enhancing stockholder value through monetizing our intellectual properties and otherwise assist the Board in continuing to develop a roadmap toward greater profitability. |
Director Background
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES SET FORTH ABOVE.
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Non-Employee Director Compensation
Non-Employee Director Compensation We compete primarily with technology companies in attracting and retaining our non-employee directors. The advice of our non-employee directors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our non-employee directors have been up for re-election, our stockholders have recognized their value by overwhelmingly approving their re-election. Consistent with this technology industry context, the Board has long held the belief that its compensation for serving as a member of the Board should be closely tied to the interests of our stockholders; thus a significant portion of the non-employee directors’ compensation is in equity. During 2024, the Compensation Committee completed a non-employee directors’ compensation study. It focused on the Company’s Peer Group consisting of companies in the Electronic Equipment and Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see “Executive Compensation—Peer Group” for details of the Peer Group). The Compensation Committee also considered recent developments in law, corporate governance, stockholder activism and pay practices regarding board compensation programs generally, compensation trends and best practices, competitive pay levels, stockholders’ views of non-employee director compensation practices, effects of recent legal interpretations, and proxy disclosure. Based upon this study, no changes were made to cash compensation during 2024 or 2025. However, during 2024, the annual equity award was modified from an award of a fixed number of shares to an award with a grant date value equal to $125,000. In addition, the vesting of equity awards was changed from quarterly ratable vesting during each fiscal year to vesting in full upon the earlier of one year or the next year’s annual meeting of stockholders. Based upon this study and the conclusions reached by the Compensation Committee, the non-employee directors’ annual compensation for 2025 was as follows:
Non-Employee Director Compensation
| Compensation Element | Annual Value | Frequency | | Director Cash Retainer | $50,000 | Equal quarterly installments | | Lead Independent Director Cash Retainer | $20,000 | Equal quarterly installments | | Committee Membership Cash Retainer • Audit Committee • Compensation Committee • Corporate Governance, Sustainability and Nominating Committee • Operational Review Committee • Product Strategy and Innovations Committee membership | $10,000 $10,000 $5,000 $10,000 $10,000 | Equal quarterly installments (with such fees for the Product Strategy and Innovations Committee paid through July 14, 2025) | | Committee Chair Cash Retainer • Audit Committee • Compensation Committee • Corporate Governance, Sustainability and Nominating Committee • Product Strategy and Innovations Committee | $11,250 $10,000 $6,000 $10,000 | Equal quarterly installments (with such fees for the Product Strategy and Innovations Committee paid through June 30, 2025) | | Director Annual Equity Award (RSUs) | Number of shares equal to $125,000 on the date of grant | 100% vesting upon the earlier of (i) one year following the date of grant and (ii) immediately prior to the Company’s next annual meeting of stockholders |
Director Compensation Table During 2025
Director Compensation Table During 2025
Director Compensation Table During 2025
| Name of Director | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | Total Compensation ($) | | Michael D. Burger(3) | 44,528 | 145,837 | 190,365 | | Satjiv S. Chahil | 70,000 | 125,003 | 195,003 | | Sue Ann R. Hamilton | 75,000 | 125,003 | 200,003 | | William C. Mulligan | 65,695 | 125,003 | 190,698 | | John Mutch(4) | 51,265 | 151,741 | 203,006 | | Rômulo C. Pontual (5) | 74,250 | 125,003 | 199,253 | | Eric B. Singer(6) | 87,333 | 125,003 | 212,336 | | Edward K. Zinser(7) | 51,986 | 125,003 | 176,989 |
Director Compensation Table During 2025
| (1) This column represents the cash compensation earned in 2025 for Board and committee service. See the “Additional Information about Fees Earned or Paid in Cash During 2025” table below. |
Director Compensation Table During 2025
| (2) This column represents the grant date fair value of stock awards granted to Class II directors as part of their compensation. For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. See “Additional Information about Director Equity Awards” for further information related to stock awards granted in 2025. |
Director Compensation Table During 2025
| (3) Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025. |
Director Compensation Table During 2025
| (4) Mr. Mutch was appointed to the Board effective April 15, 2025. Mr. Mutch was appointed as a member of the Operational Review Committee effective May 1, 2025. Mr. Mutch was appointed as a member of the Audit Committee effective July 14, 2025 and as Chair of the Audit Committee effective August 11, 2025. |
Director Compensation Table During 2025
| (5) Mr. Pontual departed the Audit Committee on July 14, 2025, and was reappointed as member of the Audit Committee on August 11, 2025. Mr. Pontual will retire from the Board, and from all committees on which he serves, immediately prior to the 2026 Annual Meeting. |
Director Compensation Table During 2025
| (6) Mr. Singer was appointed as Chairman of the Board, Chair of the Corporate Governance, Sustainability and Nominating Committee and a member of the Operational Review Committee, in each case effective May 1, 2025. Mr. Singer served as a member of the Compensation Committee until February 16, 2026, on which date he was appointed as Chair of the Compensation Committee. Mr. Singer served as Chair of the Corporate Governance, Sustainability and Nominating Committee until February 16, 2026, on which date he was appointed as a member of the Corporate Governance, Sustainability and Nominating Committee. |
Director Compensation Table During 2025
| (7) Mr. Zinser retired from the Board and all Board committee on which he served effective August 22, 2025. As such, the 18,437 restricted stock units granted to him on July 1, 2025 terminated unvested effective August 22, 2025. |
Director Compensation Table During 2025
All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.
Non-Director Executive Officers
Non-Director Executive Officers The following sets forth certain information regarding each of the executive officers of the Company. Ages listed are as of the Record Date: RICHARD K. CARNIFAX, 39, has served as our Interim Chief Executive Officer since July 2025 and Chief Operating Officer since February 2023. He joined us in May 2020 as Vice President, Global Supply Chain and in July 2022, he was promoted to Vice President, Operations. Prior to joining us, from March 2019 until May 2020, Mr. Carnifax was the Chief Operating Officer at Cast Nylons, a privately held manufacturer and distributor of cast nylon stock shapes and custom cast parts, and was Vice President, Operations at Cast Nylons from November 2017 until March 2019. From November 2015 until September 2017, he held various operational roles at Air Enterprises, a privately held manufacturer of specialty air handling equipment. Prior to joining Air Enterprises, Mr. Carnifax spent four years scheduling and planning materials for Howden, a provider of high-quality air and gas handling products and services to the power, oil and gas, mining and petrochemical industries. Mr. Carnifax holds a Bachelor of Arts in Political Science and a Master of Arts in International Relations/Business from the University of Akron. WADE M. JENKE, 42, has served our Chief Financial Officer since December 2025. As Chief Financial Officer, Mr. Jenke is responsible for UEI’s financial, accounting, treasury, and investor relations functions, and implements financial strategies that support UEI’s growth and profitability initiatives. Prior to joining us, Mr. Jenke served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (Nasdaq: ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, he served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, he served as HES Inc.’s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his Bachelor of Science and Master of Business Administration from Arizona State University, is a Certified Public Accountant in the State of Arizona, has a Project Management Professional certification, and is a Six Sigma Black Belt. RAMZI S. AMMARI, 60, has served as our Senior Vice President, Corporate Planning and Strategy since 2015. He joined us in June 1997 as a Project Manager and served as our Director of Corporate Planning and Development from 1998 until 2001, as our Sr. Director, Product Management and Marketing from 2001 until 2003, as our VP, Product Development from 2003 until 2010, as our SVP, Global Product Planning from 2010 until 2013 and as our SVP, Product Planning and Strategy from 2013 until 2015. He has global responsibility for the Company’s technology innovation roadmap; driving new product initiatives; directing and implementing strategic partnerships, joint ventures and acquisitions; and recommending new avenues for business creation. Prior to joining us, Mr. Ammari worked at Mitsubishi Consumer Electronics of America for four years as Business Planning Manager where he was responsible for introducing the first flat-screen plasma display panel television for the North America market. He received his Bachelor of Science, Engineering degree and a Master of Business Administration from University of California, Irvine.
Summary of Material Changes from the 2018 Plan
| • | Limits on Non-Employee Director Compensation – An annual limit on non-employee director compensation (cash and equity) of $500,000 per year. |
Promotion of Good Corporate Governance Practices
| • | Annual limit of $500,000 on non-employee director compensation (cash and equity combined). |
Corporate Governance and Best Practices
| What We DO | What We DO NOT Do | | ✓ We pay for performance by tying executive compensation to annual operating goals and stockholder value – no annual incentives are paid to our NEOs when Company financial performance targets are not satisfied ✓ We grant PSUs subject to performance-based vesting tied to stock price targets that are significantly higher than the market price on the date of grant ✓ Our 2018 Plan requires a minimum one-year vesting period for equity awards ✓ Our 2018 Plan limits discretion to accelerate awards upon a change in control ✓ We maintain competitive and reasonable post-employment and change in control arrangements ✓ We maintain clawback policies that exceed SEC requirements ✓ We maintain robust share ownership guidelines for our executives ✓ We prohibit executives from holding Company stock in margin accounts or pledging as collateral ✓ Our Compensation Committee consists entirely of independent directors ✓ We retain an independent compensation consultant ✓ We engage in outreach and maintain a dialogue with shareholders relating to the Company’s governance and compensation practices | × We do not guarantee our named executive officers any annual cash or equity incentive award amounts – all annual bonuses require successful performance against annual established goals × We do not offer excessive or unusual executive perquisites × We do not reprice stock options without stockholder consent × We do not grant stock appreciation rights or options with below market exercise prices × We do not offer a defined benefit pension plan × We do not have a supplemental executive retirement plan × We do not provide tax gross-ups on employee benefits or perquisites (except as grandfathered under an existing agreement with Mr. Ammari) |
Philosophy and Objectives
| • | Long-Term Commitment—The program should be designed to gain a long-term commitment from the proven, accomplished executives that lead our success. |
Compensation Consultant
Compensation Consultant The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation of executive officer and employee compensation and benefit programs. Beginning in 2022, the Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. Pay Governance LLC advised the Company with respect to compensation trends and best practices, stockholders’ views of compensation practices, and proxy disclosure. Since the Compensation Committee retained the core design of our previous year’s executive compensation program for 2025, the Compensation Committee did not request Pay Governance LLC to conduct a detailed review and analysis of our executive compensation program in 2025, and instead requested advice and counsel with respect to levels of specific components of the program, which included industry and peer group median pay benchmarking. In addition, the Compensation Committee sought and obtained guidance from other sources as it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for management. The Compensation Committee has determined that Pay Governance LLC is independent and there was no conflict of interest resulting from retaining Pay Governance LLC. In reaching these conclusions, the Compensation Committee also considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.
Peer Group
Peer Group The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to our named executive officers in order to attract and retain top executive talent. The Compensation Committee worked with Pay Governance LLC to establish a compensation peer group (the “Peer Group”) and to monitor the compensation practices of our primary competitors and Peer Group for executive talent. The Compensation Committee utilizes this information to establish pay ranges for our NEOs. The Compensation Committee reviews and approves the Peer Group each year. The Peer Group used for 2025 was the same as was used for 2024. The Compensation Committee believes that these companies are an appropriate peer group for comparison, as well as a group that is large and diverse enough so that any one company does not alter the overall analysis.
Peer Group
| Universal Electronics 2025 Executive Compensation Peer Group | | | | | | | Electronic Equipment and Instruments | Electronic Components/ Household Appliances | Electronic Manufacturing Services | Application Software | Consumer Electronics | Systems Software | | Arlo Technologies | Bel Fuse Inc. | CTS Corporation | Alarm.com Holdings, Inc. | GoPro, Inc. | Dolby Laboratories, Inc. | | Cognex Corporation | iRobot Corporation | Kimball Electronics | InterDigital, Inc. | VOXX International Corporation | Xperi Inc. | | Daktronics Inc. | Knowles Corporation | Methode Electronics, Inc. | | | | | FARO Technologies, Inc. | Rogers Corporation | | | | | | Novanta Inc. | | | | | | | OSI Systems, Inc. | | | | | | | Vishay Precision Group, Inc. | | | | | |
Setting Executive Compensation for 2025
| • | compensation practices of our peers, including members of our Peer Group. |
Annual Incentives – Cash
Annual Incentives – Cash Our executives participate in the Universal Electronics Inc. Annual Performance Incentive Plan (the “Performance Incentive Plan”). During the first half of each year, the Compensation Committee identifies the named executive officers who will participate in the Performance Incentive Plan for that year and establishes the annual performance criteria. In 2025, the Performance Incentive Plan payment for named executives was determined in two steps. First, the Preliminary Annual Incentive was calculated using the following formula:
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive Second, the Preliminary Annual Incentive may be modified in the discretion of the Compensation Committee in consideration of individual performance. Company Performance Factor. For 2025, the Compensation Committee selected (i) revenue and (ii) adjusted non-GAAP diluted earnings per share (“EPS”) as the appropriate performance measures for the Performance Incentive Plan. Revenue is a reflection of the growth of the Company’s business and EPS is a reflection of the operating performance of the Company and directly influences return to stockholders. In addition, management and stockholders use EPS to value the Company. Adjusted non-GAAP diluted earnings (loss) per share may be found in our press releases related to our quarterly and annual earnings releases and excludes the following items: stock-based compensation, amortization of acquired intangible assets, litigation costs, factory restructuring costs, legal judgments, severance, lease termination costs, foreign currency gains and losses, the tax effects of the foregoing adjustments, valuation allowances on certain deferred tax assets, and certain net deferred tax adjustments. The following table shows the percentage of target funding for the various levels of performance and shows, for each NEO, the amount of his annual incentive as a percentage of base salary paid at each performance level:
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
| | Threshold | Target | Maximum | Actual | | Revenue (in millions) | $400 | $400 | $400 | $368 | | Percent of Target Funding | 100% | 100% | 100% | — | | Adjusted Non-GAAP Diluted Earnings (Loss) per Share (1) | $0.50 | $0.50 | $0.85 | $0.31 | | Percent of Target Funding | 100% | 100% | 200% | — | | Richard K. Carnifax (2) | 65% | 65% | 130% | — | | Paul D. Arling | 100% | 100% | 200% | — | | Wade M. Jenke (3) | — | — | — | — | | Bryan M. Hackworth | 70% | 70% | 140% | — | | Ramzi S. Ammari | 60% | 60% | 120% | — | | David Chong | 50% | 50% | 100% | — |
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
| (1) Adjusted Non-GAAP Diluted Earnings (Loss) per share targets are inclusive of Performance Incentive Plan amounts funded. |
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
| (2) Mr. Carnifax was appointed as the Company’s Interim Chief Financial Officer effective July 14, 2025. No changes were made to his annual incentive opportunity under the Performance Incentive Plan in connection with such appointment. |
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
| (3) Mr. Jenke was appointed as the Company’s Chief Financial Officer effective December 30, 2025 and was not eligible to participate in the Performance Incentive Plan for 2025. |
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
Individual Performance Factor. The Compensation Committee also evaluates individual performance in determining the final incentive awards for our named executives. In making this evaluation, the Chief Executive Officer provides his assessment of the other executives as input to the Compensation Committee’s evaluations. For 2025, since the Company Performance Factor was zero (0), no amounts were paid to our executive officers under the Performance Incentive Plan regardless of individual performance ratings. No Amounts Paid Under the Performance Incentive Plan for 2025. The Company performance measures were not satisfied for 2025, and therefore no annual incentives were paid under the Performance Incentive Plan. The 2025 Performance Incentive Plan award calculations for our NEOs are indicated in the following table:
Base Salary x Target Annual Incentive % x Company Performance Factor = Preliminary Annual Incentive
| Executive | Target Annual Incentive Opportunity as a % of Base Salary | Company Performance Factor | Individual Performance Rating | Actual Annual Incentive Award | | Paul D. Arling | 100% | 0% | N/A | $— | | Bryan M. Hackworth | 70% | 0% | N/A | $— | | Ramzi S. Ammari | 60% | 0% | N/A | $— | | Richard K. Carnifax | 50% | 0% | N/A | $— | | David Chong | 50% | 0% | N/A | $— |
Long-Term Incentives – Equity Awards
Long-Term Incentives – Equity Awards The Compensation Committee sets guideline award levels for long-term equity compensation for our NEOs. Each executive’s actual grant value of long-term equity compensation is individually determined at the discretion of the Compensation Committee, after considering:
Long-Term Incentives – Equity Awards
| • | the named executive’s skills, experience, long-term contributions, and potential; and |
Long-Term Incentives – Equity Awards
| • | individual and Company performance in the prior year. |
Long-Term Incentives – Equity Awards
Existing stock ownership levels are not a factor in award determination, as we do not want to discourage executives from holding our stock beyond the level of the established stock ownership guidelines. Once the value of the long-term equity compensation award is determined, the Compensation Committee uses a mix of options, restricted stock units and performance stock units when making the annual long-term equity awards. The Compensation Committee believes that the use of these equity vehicles strikes an appropriate balance between rewarding increases in the market value of our Common Stock (options and performance stock units) and motivating retention with the Company (restricted stock units). In addition, restricted stock units provide executives the benefits of stock price increases while still carrying the risks that other stockholders assume for stock price declines. In 2025, in furtherance of our strong focus on pay for performance, almost 75% of the equity awards granted to our NEOs were PSUs subject to vesting based on the achievement of stock price targets of at least two times the closing price on the date of grant and continued employment through set dates. All other equity awards granted to our NEOs during 2025 were granted as stock options with an exercise price equal to the closing price on the date of grant. In 2024, 50% of the equity awards granted to our NEOs were PSUs subject to vesting based on the achievement of stock price targets of at least two times the closing price on the date of grant and continued employment through set dates. The stock price used to determine the number of restricted stock units granted to our employees under our stock incentive plans is the average of the high and low trades of our stock on the grant date. For financial reporting purposes, the 2025 performance stock units were valued using an average Monte Carlo fair value. Restricted Stock Unit Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. The 2025 restricted stock unit awards granted to our NEOs are subject to a three-year vesting period (33.33% on each anniversary of the grant date). Under the terms of our stock incentive plans, unvested restricted stock units are forfeited if the executive voluntarily leaves the Company. Performance Stock Unit Features. The 2025 performance stock unit awards granted to our NEOs are subject to a three-year ratable vesting period (service condition) and must achieve market conditions based upon our stock price. We believe that this vesting schedule aids us in retaining executives and motivating long-term performance. Under the terms of our stock incentive plans, unvested performance stock units are forfeited if the executive voluntarily leaves the Company. Option Features. We determine the vesting schedule of each award after considering our performance, alignment, and retention objectives, as well as the financial impact of the award. The 2025 option awards granted to our NEOs are subject to a three-year vesting period (33.33% on each anniversary of the grant date). Under the terms of our stock incentive plans, unvested options are forfeited if the executive voluntarily leaves the Company.
Post-Employment Compensation
Post-Employment Compensation We provide all of our executive officers, including our named executive officers with certain post-employment compensation and benefits, including change in control severance benefits, which are described below in the section entitled Potential Payments upon Termination or Change in Control. These change in control severance benefits are provided so that our executives may focus on change in control transactions without concern for their personal financial situation.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary (1) ($) | Stock Awards (2) ($) | Performance Stock Awards (3) ($) | Option Awards (4) ($) | All Other Compensation (5) ($) | Total ($) | | Richard K. Carnifax | 2025 | 394,125 | — | 630,851 | 231,000 | 5,214 | 1,261,190 | | Interim Chief Executive Officer and COO (6) | 2024 | 326,925 | 119,420 | 66,085 | — | 11,250 | 522,940 | | | 2023 | 302,300 | 199,975 | — | 199,975 | 10,250 | 713,500 | | Paul D. Arling | 2025 | 392,654 | — | — | — | 425,519 | 818,173 | | Former Chief Executive Officer (7) | 2024 | 830,000 | 307,080 | 169,920 | — | 27,010 | 1,334,010 | | | 2023 | 830,000 | 1,399,965 | — | 1,399,995 | 28,775 | 3,658,735 | | Wade M. Jenke | 2025 | 2,500 | — | 166,667 | 166,000 | — | 335,167 | | Chief Financial Officer (8) | | | | | | | | | Bryan M. Hackworth | 2025 | 348,923 | — | 197,832 | — | 9,053 | 555,808 | | Former Chief Financial Officer (9) | 2024 | 416,925 | 238,840 | 132,155 | — | 17,855 | 805,775 | | | 2023 | 400,000 | 399,955 | — | 400,005 | 17,605 | 1,217,565 | | Ramzi S. Ammari | 2025 | 448,819 | — | 175,851 | — | 7,470 | 632,140 | | Senior Vice President, Corporate Planning and Strategy | 2024 | 416,925 | 204,720 | 113,280 | — | 15,030 | 749,955 | | | 2023 | 400,000 | 350,055 | — | 350,025 | 16,330 | 1,116,410 | | David Chong | 2025 | 365,200 | — | 87,926 | — | 8,687 | 461,813 | | Former Executive Vice President, Global Sales (10) | 2024 | 338,460 | 119,420 | 66,085 | — | 15,250 | 539,215 | | | 2023 | 367,140 | 95,120 | — | — | 10,270 | 472,530 |
Summary Compensation Table
| (1) This column represents amounts received by or payable to the named executive officer as base salary for the applicable year. For 2025, this column also includes $32,452 paid to Mr. Carnifax, $36,411 paid to Mr. Ammari and $27,815 paid to Mr. Chong for accrued but unused paid-time off under the Company’s paid-time off policy as of October 3, 2025, when the Company transitioned to a paid-time off policy that does not allow for accruals. For 2025, this column also includes $95,769 for Mr. Arling and $48,462 for Mr. Hackworth in respect of accrued but unused paid-time off that was paid to Messrs. Arling and Hackworth under the Company’s paid-time off policy upon their separation from employment. |
Summary Compensation Table
| (2) This column represents the total grant date fair value of restricted stock unit awards granted during 2025, 2024 and 2023. The amounts were computed in accordance with FASB ASC Topic 718, “Stock Compensation.” For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. The restricted stock unit awards granted to our named executive officers during 2023, 2024, and 2025 vest ratably over three years. |
Summary Compensation Table
| (3) This column represents the total grant date fair value of performance stock unit awards granted during 2025 and 2024. The amounts were computed in accordance with FASB ASC Topic 718, “Stock Compensation.” For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. |
Summary Compensation Table
Performance stock unit awards granted to our named executive officers during 2025 and 2024 vest ratably over a three-year time frame, subject to share price-based market conditions. The value of the performance stock units granted in 2024 for performance at maximum would be as follows: Mr. Arling $301,680, Mr. Hackworth $234,632, Mr. Ammari $201,120, Mr. Carnifax $117,328 and Mr. Chong $117,328.
Summary Compensation Table
| (4) This column represents the total grant date fair value of stock options granted during 2025 and 2023 and the amounts were computed in accordance with FASB ASC Topic 718, “Stock Compensation.” For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. Stock options granted to our named executive officers become exercisable upon vesting. Stock options granted to our named executive officers in 2025 vest at a rate of 33.33% on the first three anniversaries of the date of grant. Stock options granted to our named executive officers in 2023 vest at a rate of 33.33% on the first anniversary of the date of grant, and 8.33% each quarter thereafter. |
Summary Compensation Table
| (5) See the “All Other Compensation Table” below for additional information. |
Summary Compensation Table
| (6) Mr. Carnifax was appointed as the Company’s Chief Operating Officer effective May 1, 2025 and as the Company’s Interim Chief Executive Officer effective July 14, 2025. |
Summary Compensation Table
| (7) Mr. Arling resigned as the Company’s Chief Executive Officer effective May 1, 2025; however, Mr. Arling continued to provide services to the Company as a consultant pursuant to the terms of the Transition Agreement and the Consulting Agreement through June 30, 2025, as further described below under “Compensation Agreements”. |
Summary Compensation Table
| (8) Mr. Jenke was appointed as the Company’s Chief Financial Officer effective December 30, 2025. |
Summary Compensation Table
| (9) Mr. Hackworth retired from his role as the Company’s Chief Financial Officer effective September 5, 2025. |
Summary Compensation Table
| (10) Mr. Chong retired from his role as the Company’s Executive Vice President, Global Sales, effective December 19, 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
Outstanding Equity Awards at Fiscal 2025 Year-End The following table provides information on the stock options, restricted stock unit and performance stock unit awards held by our named executive officers as of December 31, 2025:
Outstanding Equity Awards at Fiscal 2025 Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price (1) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested (3) ($) | | Richard K. Carnifax | 2/9/2023 | 16,926 | 1,539 | 24.765 | 2/9/2030 | — | — | — | — | | | 2/7/2024 | — | — | — | — | — | — | 14,001 | 50,544 | | | 4/9/2025 | — | — | — | — | — | — | 39,216 | 141,570 | | | 4/9/2025 | — | — | — | — | — | — | 39,216 | 141,570 | | | 11/13/2025 | — | — | — | — | — | — | 150,000 | 541,500 | | | 11/13/2025 | — | — | — | — | — | — | 150,000 | 541,500 | | | 11/13/2025 | — | 150,000(4) | 2.97 | 11/13/2035 | — | — | — | — | | | Various(5) | — | — | — | — | 6,503 | 23,476 | — | — | | Paul D. Arling | 2/7/2024 | — | — | — | — | — | — | 36,000 | 129,960 | | | 2/13/2019 | 63,230 | — | 27.065 | 2/13/2026 | — | — | — | — | | | 2/12/2020 | 59,320 | — | 46.17 | 2/12/2027 | — | — | — | — | | | 2/11/2021 | 43,805 | — | 59.43 | 12/11/2028 | — | — | — | — | | | 2/10/2022 | 70,610 | — | 34.555 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 129,270 | — | 24.765 | 2/9/2030 | — | — | — | — | | Wade M. Jenke | 12/30/2025 | — | — | — | — | — | — | 100,000 | 361,000 | | | 12/30/2025 | — | 100,000(4) | 3.19 | 12/30/2035 | — | — | — | — | | Ramzi S. Ammari | 2/13/2019 | 19,455 | — | 27.065 | 2/13/2026 | — | — | — | — | | | 2/12/2020 | 15,535 | — | 49.170 | 2/12/2027 | — | — | — | — | | | 2/11/2021 | 11,475 | — | 59.430 | 2/11/2028 | — | — | — | — | | | 2/10/2022 | 18,495 | — | 34.555 | 2/10/2029 | — | — | — | — | | | 2/9/2023 | 29,627 | 2,693(6) | 24.765 | 2/9/2030 | — | — | — | — | | | 2/7/2024 | — | — | — | — | — | — | 24,000 | 86,640 | | | 4/9/2025 | — | — | — | — | — | — | 39,216 | 141,570 | | | 4/9/2025 | — | — | — | — | — | — | 39,216 | 141,570 | | | Various(7) | — | — | — | — | 11,177 | 40,349 | — | — | | David Chong | 2/13/2019 | 19,455 | — | 27.065 | 2/13/2026 | — | — | — | — | | | 2/7/2024 | — | — | — | — | — | — | 14,001 | 50,544 | | | 4/9/2025 | — | — | — | — | — | — | 19,608 | 70,785 | | | 4/9/2025 | — | — | — | — | — | — | 19,608 | 70,785 | | | Various(8) | — | — | — | — | 9,165 | 33,086 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (1) The option exercise prices are based upon the average of the high and low trades on the grant dates. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (2) The market value of unvested restricted stock unit awards is calculated based on the $3.61 closing price of UEIC common stock on December 31, 2025, which was the last business day of 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (3) Performance stock unit awards vest ratably over a three-year time frame, subject to share price-based market conditions. The market value of unvested performance stock unit awards is calculated based on the $3.61 closing price of UEIC common stock on December 31, 2025, which was the last business day of 2025. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (4) The stock options vest at a rate of 33.33% on the first three anniversaries of the date of grant. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (5) Mr. Carnifax’s restricted stock unit award dated February 9, 2023 vests as follows: 672 shares on February 9, 2026. Mr. Carnifax’s restricted stock unit award dated February 7, 2024 vests as follows: 1,167 shares on February 7, 2026 and 1,666 shares each quarterly anniversary thereafter until the final vesting on February 7, 2027. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (6) The stock options vest at a rate of 33.33% on the first anniversary of the date of grant, and 8.33% each quarter thereafter. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (7) Mr. Ammari’s restricted stock unit award dated February 9, 2023 vests as follows: 1,177 shares on February 9, 2026. Mr. Ammari’s restricted stock unit award dated February 7, 2024 vests as follows: 2,000 shares on February 7, 2026, and each quarterly anniversary thereafter until the final vesting on February 7, 2027. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (8) Mr. Chong’s restricted stock unit award dated May 23, 2023 vests as follows: 3,334 shares on May 23, 2026. Mr. Chong’s restricted stock unit award dated February 7, 2024 vests as follows: 1,167 shares on February 7, 2026, and 1,166 shares each quarterly anniversary thereafter until the final vesting on February 7, 2027. |
Outstanding Equity Awards at Fiscal 2025 Year-End
| (9) Mr. Hackworth’s employment with the Company terminated effective September 5, 2025, and therefore Mr. Hackworth did not hold any outstanding equity awards as of December 31, 2025. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our CEO and the average compensation for our Non-CEO NEOs, as set forth in the Summary Compensation Table (“SCT”) on page 48 of this proxy statement and to reflect the Compensation Actually Paid (“CAP”) to such individuals, as defined under SEC’s pay versus performance disclosure rules, Item 402(v) of Regulation S-K, over the last three (3) years. The table also provides information on our cumulative total shareholder return (“TSR”) and net income. We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below includes neither a column for a “Company-Selected Measure” nor does it include the year-end values of $100 invested in a peer group or industry index. TSR assumes a fixed $100 investment.
Pay Versus Performance
| Year | Summary Compensation Table for Interim CEO ($) (1) | Compensation Actually Paid to Interim CEO ($) (2) | Summary Compensation Table Total for Former CEO ($) (1) | Compensation Actually Paid Former CEO ($) (2) | Average Summary Compensation Table Total for non-CEO NEOs ($) (3)(4) | Average Compensation Actually Paid to non-CEO NEOs ($) (5) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) (in thousands) | | | 2025 | $1,261,190 | $1,166,856 | $818,173 | $(263,906) | $496,232 | $253,606 | $17.34 | ($ | 18,599) | | 2024 | — | — | $1,334,010 | $1,704,306 | $654,471 | $784,261 | $21.05 | ($ | 24,029) | | 2023 | — | — | $3,658,735 | $381,905 | $880,001 | $275,696 | $17.97 | ($ | 98,238) |
Pay Versus Performance
| (1) The dollar amount reported is the total compensation reported to Mr. Carnifax for 2025 in the Total” column of the SCT. Mr. Carnifax was appointed as the Company’s Chief Operating Officer effective May 1, 2025 and as the Company’s Interim Chief Executive Officer effective July 14, 2025. The dollar amounts reported are the total compensation reported to Mr. Arling (“Former CEO”) for each fiscal year in the “Total” column of the SCT. Mr. Arling served as our Chief Executive Officer from 2020 until his retirement in May 2025. |
Pay Versus Performance
| (2) The amounts reported in this column represent the amount of CAP to our Interim CEO and Former CEO, as appliable, computed in accordance with Item 402(v) of Regulation S-K, as follows: |
Pay Versus Performance
| | Interim CEO | Former CEO | | | | Adjustments to Determine Compensation Actually Paid | 2025 | 2025 | 2024 | 2023 | | Total compensation as reported in the SCT | $1,261,190 | $818,173 | $1,334,010 | $3,658,735 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | — | — | (307,080) | (1,399,965) | | Deduction for amounts reported under the “Performance Stock Awards” column in the SCT | (630,851) | — | (169,920) | — | | Deduction for amounts reported under the “Option Awards” column in the SCT | (231,000) | — | — | (1,399,995) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 996,927 | — | 646,601 | 782,328 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the current year that were outstanding and unvested as of year end | (186,954) | (793,149) | 176,715 | (1,166,621) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the current year that vested during the current year | (42,456) | (288,930) | 23,981 | (92,577) | | CAP (as calculated) | $1,166,856 | $(263,906) | $1,704,306 | $381,905 |
Pay Versus Performance
| (3) The amounts reported in this column represent the average of the amounts reported for the Company’s Non-CEO NEOs as a group in the “Total” column of the SCT in each applicable year. The names of each of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Jenke, Hackworth, Ammari and Chong; (ii) for each of 2024 and 2023, Messrs. Hackworth, Ammari, Carnifax, and Chong. |
Pay Versus Performance
| (4) The amounts reported in this column represent the average amount of CAP to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K, as follows: |
Pay Versus Performance
| Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2025 | 2024 | 2023 | | Total compensation as reported in the SCT | $496,232 | $654,471 | $880,001 | | Deduction for amounts reported under the “Stock Awards” column in the SCT | — | (170,600) | (261,276) | | Deduction for amounts reported under the “Performance Stock Awards” column in the SCT | (157,069) | (94,401) | — | | Deduction for amounts reported under the “Option Awards” column in the SCT | (41,500) | — | (237,501) | | Increase for fair value of awards granted during the current year that remain unvested as of year end | 132,213 | 359,224 | 156,172 | | Increase/deduction for change in fair value from prior year end to current year end of awards granted prior to the current year that were outstanding and unvested as of year end | (136,616) | 30,907 | (231,410) | | Increase/deduction for change in fair value from prior year end to vesting date of awards granted prior to the current year that vested during the current year | (39,654) | 4,660 | (30,290) | | CAP (as calculated) | $253,606 | $784,261 | $275,696 |
Pay Versus Performance
The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and our Non-CEO NEOs (as a group) versus the Company’s five-year cumulative TSR. The following chart provides a graphical representation of the Compensation Actually Paid to our CEO and our NEOs (as a group) versus the Company’s Net Income.