DEF 14A of Gulfport Energy Corp, Apr 5, 2024

DEF 14A of Gulfport Energy Corp

Filed Apr 5, 2024 · FY20230001213900-24-030836

Open on EDGAR

  1. PROXY STATEMENT _____________________

    | CEO Pay Ratio Disclosure | 54 | | Pay Versus Performance | 55 | | Beneficial Ownership | 59 | | Who Are this Year’s Nominees? | | | Holdings of Major Stockholders | 60 |

  2. Vote Required and Board Voting Recommendation

    | Timothy Cutt | | | Age: 63 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: QEP (January 2019 – March 2021) | Business Experience: Mr. Cutt has served as non-executive Board Chair since March 2023 and joined Gulfport as Board Chair and Chief Executive Officer in May 2021. Mr. Cutt is a Petroleum Engineer with over 40 years of energy experience. He served as Chief Executive Officer and as a director of QEP Resources from January 2019 to March 2021. Prior to joining QEP, Mr. Cutt was the Chief Executive Officer and a director of Cobalt International Energy from 2016 to 2018. Previously, Mr. Cutt held several executive positions with BHP Billiton before serving as President of the Petroleum Division from 2013 to 2016. During this time, he was also a member of BHP Billiton’s Corporate Executive Committee. Mr. Cutt began his career with Mobil and worked for ExxonMobil for 24 years and served in various management roles including President of ExxonMobil de Venezuela, President ExxonMobil Canada Energy and President Hibernia Management & Development Company. Other Memberships and Positions: Mr. Cutt is President of the Louisiana Tech Foundation Board, served on the board of the American Exploration and Production Council from 2021 to 2023, and previously served as a board member of the American Petroleum Institute from 2013 to 2018. Educational Background: Mr. Cutt received his Bachelor of Science Degree in Petroleum Engineering from Louisiana Tech University. BOARD MEMBERSHIP QUALIFICATIONS: Mr. Cutt’s extensive experience as a CEO and director of public exploration and production companies, executive management skills and extensive knowledge of the oil and natural gas sector and corporate governance qualify him to serve as a director. | | David Wolf | | | Age: 53 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: EP Energy Corporation (Since October 2020) | Business Experience: Mr. Wolf serves as Lead Independent Director and has an extensive financial background, with over 29 years of experience in the energy and oil and gas industries. Currently, Mr. Wolf serves as a partner at Enduring Resources. He previously served as Executive Vice President and Chief Financial Officer of Vantage Energy and President, Chief Executive Officer, and a Board Member of Fuse Energy LLC. Prior to joining Fuse Energy, Mr. Wolf served as Executive Vice President and Chief Financial Officer of Berry Petroleum Co and a Managing Director in the Global Oil & Gas Group at JP Morgan Chase & Co. Educational Background: Mr. Wolf received his Bachelor of Science degree in Economics from Rollins College and Master of Business Administration degree from Crummer School of Business, Rollins College. BOARD QUALIFICATIONS: Mr. Wolf’s prior experience as a Chief Financial Officer, strong oil and natural gas industry background and financial acumen qualify him to serve as a director. |

  3. Vote Required and Board Voting Recommendation

    | Jason Martinez | | | Age: 50 Director since: May 2021 | BUSINESS EXPERIENCE: Mr. Martinez has had a 28-year energy industry career, and over 20 years as an investment banker. Currently, Mr. Martinez serves as a Managing Director at Pickering Energy Partners, leading its Energy Transition Advisory practice. Over the course of his career, his client and deal work span a dozen-plus countries and over $100 billion of announced transactions, including mergers, acquisitions, divestitures, all forms of public and private capital raising, and commercial lending. Previously, he held positions at Bank of Montreal Capital Markets, Nomura Securities International, Deutsche Bank Securities, and JPMorgan Securities. At Bank of Montreal, he led the Acquisitions and Divestitures practice. He began his energy career in Andersen Consulting’s Natural Resources group. EDUCATIONAL BACKGROUND: Mr. Martinez received his Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree from Rice University. BOARD QUALIFICATIONS: Mr. Martinez’s financial acumen and extensive private equity experience qualify him to serve as a director. | | Jeannie Powers | | | Age: 39 Director since: July 2023 | Business Experience: Ms. Powers is a Managing Director and Co-Head of Domestic Upstream based in EIG’s Houston office. In her previous role at EIG, she led the North America Engineering team, which was focused on engineering support across all aspects of EIG’s North American existing portfolio as well as new business opportunities. Before joining EIG in 2017, Ms. Powers worked as a Sr. Technical Advisor at Wells Fargo Securities A&D where she spent three years evaluating and marketing upstream and midstream assets. Prior to Wells, Ms. Powers spent several years at Chevron, with increasing responsibility, working both asset development and operations across the lower 48. EDUCATIONAL BACKGROUND: Ms. Powers has a Master of Business Administration from Texas Tech University and a Bachelor of Science in Petroleum Engineering from the University of Texas. BOARD QUALIFICATIONS: Ms. Powers’ strong oil and natural gas industry background and financial acumen qualify her to serve as a director. |

  4. Vote Required and Board Voting Recommendation

    | David Reganato | | | Age: 44 Director since: May 2021 Other Public Company Directorships Held in the Past Five Years: Granite Broadcasting LLC (since July 2011) New Cotai, LLC (since March 2014) Rotech Healthcare Holdings, Inc. (since September 2013) Studio City International Holdings (since March 2014) Trident Holding Company, LLC, (holding company of TridentCare) (since September 2019) | Business Experience: Mr. Reganato has over 20 years of experience in the investment industry, including significant knowledge of the oil and gas sector. Currently, Mr. Reganato serves as a Partner with Silver Point Capital, L.P., an investment advisor, which he joined in November 2002. Prior to Silver Point Capital, L.P., Mr. Reganato worked in the investment banking division of Morgan Stanley. Educational Background: Mr. Reganato received his Bachelor of Science degree in Finance and Accounting from the Stern School of Business at New York University. BOARD QUALIFICATIONS: Mr. Reganato’s financial acumen, knowledge of the oil and natural gas sector and previous board experience qualify him to serve as a director. |

  5. Vote Required and Board Voting Recommendation

    | John Reinhart | | | Age: 55 Director since: January 2023 Other Public Company Directorships Held in the Past Five Years: Montage Resources (March 2019 – November 2020) | BUSINESS EXPERIENCE: Mr. Reinhart has over 25 years of oil and gas industry leadership experience. Most recently, he served as President, Chief Executive Officer and member of the board of directors of Montage Resources Corporation where he led actions that positioned Montage as an attractive strategic partner with sufficient scale, low debt profile and achievement of top-quartile operational and financial metrics. Mr. Reinhart previously served as President, Chief Executive Officer and member of the board of directors of Blue Ridge Mountain Resources and as Chief Operating Officer at Ascent Resources. He started his oil and gas career at Schlumberger before joining Chesapeake Energy Corporation, where he held operations roles with increasing responsibility. Mr. Reinhart began his career in the United States Army, serving tours in Panama and Iraq. Educational Background: Mr. Reinhart graduated from West Virginia University with a Bachelor of Science degree in Mechanical Engineering. BOARD QUALIFICATIONS: Mr. Reinhart’s considerable operational, technical, cultural, and executive experience in the oil and natural gas industry, including his prior service as an executive and director of both Montage Resources and Blue Ridge Mountain Resources qualify him to serve as a director. |

  6. Vote Required and Board Voting Recommendation

    | Mary Shafer-Malicki | | | Age: 63 Director since: May 2023 Other Public Company Directorships Held in the Past Five Years: Callon Petroleum (January 2022 – April 2024) Ag Growth International (Since January 2024) QEP Resources (July 2017 – March 2021) McDermott International Inc. (November 2011 – May 2020) Wood Plc (May 2012 – May 2021) | BUSINESS EXPERIENCE: Ms. Shafer-Malicki retired in 2009 after a 26-year career with BP Exploration Operating Company (BP) and Amoco Corporation, where she held domestic and international leadership roles across the energy value chain. She served as Senior Vice President/CEO and Chief Operating Officer/General Manager for BP’s operations in Angola from 2005 to 2009 and Director General for BP’s operations in Vietnam from 2003 to 2005. Prior to this, she served as the Business Unit Leader for BP’s Central North Sea gas business in Scotland from 2001 to 2003, General Manager for support services to all of BP’s Continental Shelf upstream operations in the United Kingdom from 2000 to 2001 and President and General Manager for Amoco/BP’s Dutch onshore and offshore production and gas storage operations in the Netherlands from 1998 to 2000. Her significant board experience includes service as Chair of the Board for QEP Resources and as a board member for Callon Petroleum, Wood plc, McDermott International Inc., and Ausenco Limited. In addition, Ms. Shafer-Malicki currently serves as a director of Ag Growth International, the University of Wyoming Foundation, as well as a member of industry advisory boards for the Chemical Engineering departments at the University of Wyoming and Oklahoma State University. Educational Background: Ms. Shafer-Malicki graduated from Oklahoma State University with a Bachelor of Science degree in Chemical Engineering. BOARD QUALIFICATIONS: Ms. Shafer-Malicki’s extensive energy industry experience, including her serving in senior executive positions, and her experience as a director on multiple public company boards qualify her to serve as a director. |

  7. Directors

    Directors We believe that our directors bring a broad range of leadership experience to the boardroom and regularly contribute to the thoughtful discussion involved in effectively overseeing the business and affairs of the Company. We believe that the atmosphere of our Board is collegial, that all Board members are well engaged in their responsibilities and that all Board members express their views and consider the opinions expressed by other directors. Five out of seven director nominees are independent under NYSE listing standards and SEC rules. We believe that our independent directors have demonstrated leadership in business enterprises and are familiar with Board processes. Our independent directors are involved in the leadership structure of our Board by serving on our Audit, Nominating, Environmental, Social and Governance and Compensation Committees, comprised entirely of independent directors and each having an independent chair.

  8. Committee Chairs

    Committee Chairs Specifically, our Audit Committee Chair oversees the accounting and financial reporting processes and compliance with legal and regulatory requirements. Our Compensation Committee Chair oversees our compensation policies and practices and their impact on risk and risk management. The Chair of our Nominating, Environmental, Social and Governance Committee oversees our practices relating to health, safety and environmental protection, as well as social and governance matters. Our Nominating, Environmental, Social and Governance Committee Chair also monitors matters related to Board and Committee composition, Board performance and best practices in corporate governance. Each Committee Chair provides independent leadership for the purposes of many important functions delegated by our Board of Directors to such Committee.

  9. Committee Chairs

    | | 2024 PROXY STATEMENT 21 |

  10. Committee Chairs

    | BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT |

  11. Committee Chairs

    While our management team is responsible for the day-to-day management of risks, the Board of Directors has primary responsibility for risk oversight. Boards typically exercise this oversight during regular Board meetings, but our Board of Directors also maintains constant and open dialogue with management and reviews and monitors key processes. As a result, they are better able to respond to emerging risks and to influence our strategy to address those risks. While our Board of Directors is responsible for risk oversight at the Company, our three Committees assist the Board in fulfilling its oversight responsibilities in the areas of risk below:

  12. Committee Chairs

    | Committee | Risk Areas of Focus | | Audit | • Cybersecurity • Financial Reporting • Internal Controls • Legal Compliance • Regulatory Compliance • Reserves Reporting • Risk Management | | Compensation | • Compensation Policies • Executive Performance | | Nominating, Environmental, Social and Governance | • Board Organization • Climate • Corporate Governance • Environment • Government Relations • Membership • Political Contributions • Public Health • Safety • Structure • Succession Planning |

  13. Committee Chairs

    | 22 2024 PROXY STATEMENT | |

  14. Committee Chairs

    The following table sets forth the name, age, positions, and business experience of each of our executive officers (other than John Reinhart, who also serves as a member of our Board and who is listed under “Election of Directors and Director Biographies”):

  15. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Hodges Age: 45 | Executive Vice President, Chief Financial Officer since April 2023 Prior to joining the Company, Mr. Hodges served as Senior Vice President, Finance and Accounting at Leon Capital Group. Prior to joining Leon Capital, he was the Executive Vice President and Chief Financial Officer for Montage Resources Corporation until its merger with Southwestern Energy Company in November 2020. From 2012 until joining Montage Resources in 2018, Mr. Hodges served as the Chief Financial Officer for three upstream energy companies focused on near-term value creation through the acquisition and early-stage development of oil and natural gas resources. Mr. Hodges received his Bachelor of Business Administration in Finance from the University of Oklahoma and a Master of Science in Energy Management from Oklahoma City University and is a Certified Public Accountant in the State of Oklahoma. | | Patrick Craine Age: 51 | Executive Vice President, Chief Legal and Administrative Officer since June 2021 Mr. Craine joined Gulfport as Executive Vice President, General Counsel and Corporate Secretary in May 2019. Mr. Craine has over 25 years of extensive senior-level experience handling a broad range of securities, corporate, regulatory, governance, compliance and litigation matters, with particular expertise in the energy industry. He joined Gulfport from Chesapeake Energy Corporation (NYSE: CHK) (“Chesapeake”), a hydrocarbon exploration company, where he served as Deputy General Counsel – Chief Risk and Compliance Officer from 2013 until 2019. Prior to joining Chesapeake, Mr. Craine was a partner with Bracewell LLP, a global law firm, where his practice focused on securities and corporate regulatory matters and investigations. Before Mr. Craine entered private practice, he served as a lawyer with the SEC and the Financial Industry Regulatory Authority, where he held leadership positions in their Oil and Gas Task Forces. Mr. Craine received his Bachelor of Arts degree, summa cum laude, Phi Beta Kappa, from Wabash College, and his Juris Doctorate, cum laude, from the Southern Methodist University Dedman School of Law. | | Matthew Rucker Age: 38 | Senior Vice President, Operations since March 2023 Prior to joining the Company, Mr. Rucker served as Vice President, Production Operations of Javelin Energy Partners since August 2022. He joined Javelin in July 2022 as the Vice President of Business Development. Prior to joining Javelin, Mr. Rucker served as the Executive Vice President, Chief Operating Officer of Montage Resources Corporation following Montage’s successful business combination transaction with Blue Ridge Mountain Resources in June 2020. Prior to Montage, Mr. Rucker served as Vice President, Resource Planning and Development of Blue Ridge from 2016 to 2020. Prior to joining Blue Ridge, Mr. Rucker served as a Production Superintendent for Chesapeake Energy Corporation from January 2014 to October 2016, overseeing Chesapeake’s Utica Shale production. As a member of Chesapeake’s Eastern Division leadership team, Mr. Rucker focused on the safe and efficient optimization of production in the Utica Shale and led an operating team of over 45 employees. During his service at Chesapeake, Mr. Rucker held several engineering positions in the Marcellus and Utica Shale Asset Teams within reservoir, primarily focused on strategic joint ventures, divestitures, acquisitions and resource development planning. Mr. Rucker graduated with a Bachelor of Science degree in Petroleum Engineering from Marietta College and with a Master’s in Business Administration from Texas Christian University. He serves on the Boards of the Ohio Oil and Gas Association and the Petroleum Alliance of Oklahoma and is a member of the Society of Petroleum Engineers. |

  16. Committee Chairs

    | | 2024 PROXY STATEMENT 23 |

  17. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Sluiter Age: 51 | Senior Vice President, Reservoir Engineering since December 2018 Mr. Sluiter joined Gulfport from Noble Energy, Inc., where he held various engineering positions from January 2012 to November 2018, including Business Development Engineering Advisor, Appalachian Reservoir Engineering Supervisor, and Permian Basin Business Unit Manager. Mr. Sluiter has over 18 years of experience in unconventional resource development, reservoir engineering, subsurface development, business development and acquisitions, as well as leadership skills, which he developed at Noble Energy, Santos Australia and Santos USA. Mr. Sluiter began his career as a wireline field services engineer for Schlumberger in Thailand. Mr. Sluiter received a Bachelor of Science degree in Chemical Engineering from the University of Sydney, Australia. | | Lester Zitkus Age: 58 | Senior Vice President, Land since January 2017 Mr. Zitkus joined Gulfport as Vice President of Land in March 2014. Prior to joining the Company, Mr. Zitkus served as Vice President of Land for Chesapeake Energy Corporation from May 2007 to October 2013. During his 20-year tenure with Equitable Resources Inc. (now EQT Corp.), he held various positions, including Vice President of Operations and Senior Vice President of Land, between 1987 and 2007. He holds a degree in Mineral Land Management from the University of Evansville. Mr. Zitkus is a member and past president of the American Association of Professional Landmen and Past Regional Director of the Independent Petroleum Association of America. |

  18. Committee Chairs

    | 24 2024 PROXY STATEMENT | |

  19. Committee Chairs

    | Letter from the Compensation Committee |

  20. Committee Chairs

    2023 was an exceptional year for Gulfport Energy. The Company delivered on all fronts, highlighted by our high quality resource base and the continued improvement of development efficiencies throughout the year. The Company delivered net production well above initial expectations while staying within its initial capital expenditures expectations. The 2023 development program led to meaningful adjusted free cash flow generation, and after adjusting for cash flow utilized for attractive discretionary acreage acquisitions, Gulfport allocated approximately 99% of adjusted free cash flow to repurchasing our common stock during 2023. All of this was achieved while maintaining our strong balance sheet, ample liquidity and financial leverage below one times. The Company’s accomplishments were realized by the investment community and Gulfport’s stock price appreciated over 80% during 2023, outperforming the S&P 500 which appreciated by 24% and Gulfport’s 2023 compensation peer group average appreciation of 0.2%. From an executive compensation perspective, we were able to set realistic, challenging targets for our short and long-term incentive plans. We were pleased to see the financial and operational results exceed our expectations. We were able to deliver on our compensation strategy of providing compensation opportunities that were tied to Company performance. Our philosophy is to remain competitive within the oil and gas industry for similarly situated operations. Please review the Compensation Discussion and Analysis, where we explain how we tie pay and performance together to reward our executives. We are confident our shareholders will once again agree with the compensation decisions we made regarding our executive team as they overwhelmingly did based on the 99.8% of votes we received on our 2023 Say-On-Pay vote. Thank you for your confidence and investment in Gulfport Energy. Respectfully submitted by the Compensation Committee, Jason Martinez, Chair David Reganato Mary Shafer-Malicki David Wolf Dated: April 5, 2024

  21. Committee Chairs

    | | 2024 PROXY STATEMENT 25 |

  22. Committee Chairs

    This Compensation Discussion and Analysis, or CD&A, explains the Compensation Committee’s compensation philosophy, summarizes our executive compensation programs, and describes compensation decisions for Gulfport’s current and former Chief Executive Officer, or CEO, current and former Chief Financial Officer, or CFO, and the next three highest paid executive officers for 2023. These executive officers, known as our NEOs, are as follows:

  23. Committee Chairs

    | John Reinhart | President, Chief Executive Officer and Director | | Michael Hodges | Executive Vice President, Chief Financial Officer | | Patrick Craine | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | | Matthew Rucker | Senior Vice President of Operations | | Michael Sluiter | Senior Vice President of Reservoir Engineering | | Timothy Cutt | Former Chief Executive Officer and Current Board Chair | | William Buese | Former Executive Vice President Chief Financial Officer |

  24. Committee Chairs

    | 26 2024 PROXY STATEMENT | |

  25. Committee Chairs

    | Gulfport 2023 Business Performance Highlights |

  26. Committee Chairs

    During 2023, we had the following notable achievements:

  27. Compensation Committee Interlocks and Insider Participation

    | SUMMARY COMPENSATION TABLE |

  28. Compensation Committee Interlocks and Insider Participation

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John Reinhart(5) | 2023 | $706,133 | — | $3,236,509 | $1,554,300 | $25,267 | $5,522,209 | | President and Chief Executive Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Michael Hodges(6) | 2023 | $345,106 | — | $1,806,095 | $800,250 | $21,440 | $2,972,891 | | Executive Vice President and | 2022 | — | — | — | — | — | — | | Chief Financial Officer | 2021 | — | — | — | — | — | — | | Patrick Craine(7) | 2023 | $481,999 | — | $1,300,072 | $720,225 | $24,756 | $2,527,052 | | Chief Legal and Administrative Officer | 2022 | $462,744 | — | — | $503,370 | $26,406 | $992,520 | | | 2021 | $438,911 | $435,000 | $5,732,655 | $1,698,590 | $24,426 | $8,329,582 | | Matthew Rucker(8) | 2023 | $309,938 | — | $1,170,045 | $482,625 | $3,746 | $1,966,354 | | Senior Vice President of Operations | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Michael Sluiter(9) | 2023 | $387,592 | — | $1,083,375 | $482,625 | $24,787 | $1,978,379 | | Senior Vice President of | 2022 | $371,470 | — | — | $269,892 | $26,076 | $667,438 | | Reservoir Engineering | 2021 | $358,621 | $360,000 | $1,146,561 | $838,782 | $24,582 | $2,728,546 | | Timothy Cutt(10) | 2023 | $229,005 | — | — | — | $156,136 | $385,141 | | Former Chief Executive Officer | 2022 | $772,288 | — | $4,546,228 | $1,120,980 | $8,048 | $6,447,544 | | and Current Board Chair | 2021 | $447,119 | $75,000 | $2,788,998 | $509,279 | $3,003 | $3,823,399 | | William Buese(11) | 2023 | $229,323 | — | — | — | $1,137,244 | $1,366,567 | | Former Chief Financial Officer | 2022 | $462,744 | — | $330,545 | $559,300 | $29,649 | $1,382,238 | | | 2021 | $266,327 | $75,000 | $2,385,104 | $275,011 | $15,036 | $3,016,478 |

  29. Compensation Committee Interlocks and Insider Participation

    | 2023 GRANTS OF PLAN-BASED AWARDS |

  30. Compensation Committee Interlocks and Insider Participation

    | OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END |

  31. Compensation Committee Interlocks and Insider Participation

    | 2023 STOCK VESTED |

  32. NEO Employment Agreements and Termination and Change of Control Benefits

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the NEO for Good Reason (a “Qualifying Termination”) | Termination by the Company for Cause | Qualifying Termination Within 24 Months Following Change of Control | Change in Control with no Qualifying Termination(2) | | John Reinhart | | | | | | | Cash Severance Payments(3) | — | $2,669,000 | — | $6,123,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $2,736,727 | $2,736,727 | — | $2,736,727 | $2,736,727 | | Unvested PSUs | — | — | — | $4,105,091 | $4,105,091 | | COBRA Payments(5) | — | $18,579 | — | $27,868 | — | | Total | $2,736,727 | $5,424,306 | — | $12,992,686 | $6,841,818 | | Michael Hodges | | | | | | | Cash Severance Payments(3) | — | $1,455,000 | — | $2,425,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,340,258 | $1,340,258 | — | $1,340,258 | $1,340,258 | | Unvested PSUs | — | — | — | $2,010,521 | $2,010,521 | | COBRA Payments(5) | — | $22,686 | — | $34,030 | — | | Total | $1,340,258 | $2,817,945 | — | $5,809,809 | $3,350,779 | | Patrick Craine | | | | | | | Cash Severance Payments(3) | — | $1,358,000 | — | $2,279,500 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $2,824,639 | $2,824,639 | — | $2,824,639 | $2,824,639 | | Unvested PSUs | $7,302,304 | $7,302,304 | — | $9,964,559 | $9,964,559 | | COBRA Payments(5) | — | $22,833 | — | $34,250 | — | | Total | $10,126,944 | $11,507,777 | — | $15,102,948 | $12,789,198 | | Matthew Rucker | | | | | | | Cash Severance Payments(3) | — | $975,000 | — | $1,657,500 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $874,991 | $874,991 | — | $874,991 | $874,991 | | Unvested PSUs | — | — | — | $1,450,282 | $1,450,282 | | COBRA Payments(5) | — | $22,732 | — | $34,098 | — | | Total | $874,991 | $1,872,677 | — | $4,016,802 | $2,325,272 |

  33. NEO Employment Agreements and Termination and Change of Control Benefits

    | Benefits and Payments Upon Termination(1) | Termination Due to Death or Disability | Termination by the Company Without Cause or by the NEO for Good Reason (a “Qualifying Termination”) | Termination by the Company for Cause | Qualifying Termination Within 24 Months Following Change of Control | Change in Control with no Qualifying Termination(2) | | Michael Sluiter | | | | | | | Cash Severance Payments(3) | — | $975,000 | — | $1,657,500 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,180,685 | $1,180,685 | — | $1,180,685 | $1,180,685 | | Unvested PSUs | $904,588 | $904,588 | — | $3,013,517 | $3,013,517 | | COBRA Payments(5) | — | $22,732 | — | $34,098 | — | | Total | $2,085,573 | $3,083,005 | — | $5,885,800 | $4,194,202 |

  34. Buese Termination

    | CEO Pay Ratio Disclosure |

  35. Buese Termination

    | | Summary Compensation Table Total for PEO1(1)(2) (Cutt) (b) | Summary Compensation Table Total for PEO2(1) (Wood) (b) | Summary Compensation Table Total for PEO3(2) (Reinhart) (b) | Compensation Actually Paid to PEO1 (Cutt) (c) | Compensation Actually Paid to PEO2 (Wood) (c) | Compensation Actually Paid to PEO3 (Reinhart) (c) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs (e) | Value of initial fixed $100 Investment based on: | | Net Income ($mm) (h) | Adjusted Free Cash Flow(4) ($mm) (i) | | Year (a) | | | | | | | | | Total Shareholder Return(3) (f) | Peer Total Shareholder Return(3) (g) | | | | 2023(5) | $385,141 | n/a | $5,522,209 | $9,977,442 | n/a | $10,022,502 | $2,162,249 | $6,573,145 | $196 | $160 | $1,471 | $199 | | 2022(6) | $6,447,544 | n/a | n/a | $5,787,952 | n/a | n/a | $974,218 | $1,232,477 | $108 | $159 | $495 | $241 | | 2021(7) | $3,823,399 | $8,942,980 | n/a | $4,153,397 | $8,930,695 | n/a | $4,004,438 | $4,214,026 | $106 | $112 | ($113) | $361 | | 2020(8) | n/a | $2,773,653 | n/a | n/a | $1,110,896 | n/a | $1,092,898 | $261,907 | n/a | n/a | ($1,625) | $41 |

  36. Buese Termination

    | 2023 DIRECTOR COMPENSATION |

  37. 2023 Director Compensation Table

    2023 Director Compensation Table The following table contains information with respect to 2023 compensation of our non-employee directors who served in such capacity during 2023.

  38. Board Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Total ($) | | Timothy Cutt | $104,514 | — | — | $104,514 | | David Wolf | $160,000 | — | — | $160,000 | | Guillermo (Bill) Martinez(3) | $72,500 | — | — | $72,500 | | Jason Martinez | $127,500 | — | — | $127,500 | | Jeannie Powers | $47,917 | $140,000 | — | $187,917 | | David Reganato | $120,000 | — | — | $120,000 | | Mary Shafer-Malicki | $68,266 | $140,000 | — | $208,266 |