DEF 14A of FreightCar America, Inc.
Filed Mar 19, 2026 · FY20250001213900-26-031465
Proposal 1 Election of Class III Directors
Proposal 1 Election of Class III Directors
Proposal 1 Election of Class III Directors
| Our Certificate of Incorporation (“Charter”) provides for a classified Board consisting of three classes of the same or nearly the same number of directors. The term of office of each current Class III director is scheduled to expire at our Annual Meeting. Currently, three of our directors, Elizabeth K. Arnold, James R. Meyer and Nicholas J. Randall, are Class III directors. At the recommendation of our Nominating and Corporate Governance Committee, our Board has determined to nominate Ms. Arnold and Messrs. Meyer and Randall for election to three-year terms as Class III directors at our Annual Meeting this year. Each nominee elected by our stockholders as a Class III director at the Annual Meeting will be elected to a term to expire at the annual meeting of stockholders in 2029. Information about the director nominees, the continuing directors and our Board is contained in the section of this Proxy Statement entitled “Governance of the Company — Board Structure and Composition.” In the event a nominee is not available to serve for any reason when the election occurs, it is intended that the proxies will be voted for the election of the other nominees and may be voted for any substitute nominee. Our Board has no reason to believe that any of the nominees will not be a candidate or, if elected, will be unable or unwilling to serve as a director. Director nominees must receive the affirmative vote of a plurality of the votes of the shares present in person (virtually) or represented by proxy and entitled to vote on the matter at the Annual Meeting, meaning that the three nominees for Class III directors with the most votes “FOR” will be elected. “WITHHOLD” votes will have the effect of a vote against the nominee. Abstentions and broker non-votes will have no effect on the outcome of the vote. Each of our directors has offered a contingent resignation that may be accepted by the Board, in its discretion, if a majority of the votes are not cast “FOR” such director in an uncontested election. | | | | VOTE | | | The Board unanimously recommends that you vote “FOR” the election of each nominee presented in Proposal 1. |
GOVERNANCE OF THE COMPANY
GOVERNANCE OF THE COMPANY Board Structure and Composition Our Charter provides for a classified Board consisting of three classes of the same or nearly the same number of directors. • Malcolm F. Moore, José De Nigris Felán and Travis D. Kelly serve in Class I. Their terms will expire on the date of the annual meeting of stockholders to be held in 2027. • Jesús Salvador Gil Benavides and Rodger L. Boehm serve in Class II. Their terms will expire on the date of the annual meeting of stockholders to be held in 2028. • Elizabeth K. Arnold, James R. Meyer and Nicholas J. Randall serve in Class III. Their terms will expire on the date of the Annual Meeting. Each of our directors has signed a contingent resignation letter providing that if a majority of the votes of the shares in an uncontested election in which such director is a nominee are designated to be “WITHHELD” from the director’s election, and the Board accepts the contingent resignation letter following such election, the director’s resignation will be effective upon the acceptance of the resignation by the Board. The Company is party to an investor rights agreement (the “Investor Rights Agreement”) with Fasemex, Inc. (the “US Seller”), Fabricaciones y Servicios de México, S.A. de C.V. (“Fasemex Mexico”) and Agben de Mexico, S.A. de C.V. (“Agben” and, together with Fasemex Mexico, the “MX Sellers”, and the MX Sellers, together with the US Seller, the “Sellers”). Pursuant to the Investor Rights Agreement, the Sellers have the right to designate one nominee for election to the Company’s Board for so long as the Sellers beneficially own in the aggregate, common stock of the Company equal to at least five percent (5%) of shares of the Company’s common stock outstanding. The director nominee designated by the Sellers is Mr. Jesús Salvador Gil Benavides, who was initially appointed by the Board to serve as a Class II director effective on October 23, 2020 and subsequently elected as a Class II director at the Company’s 2022 and 2025 Annual Meetings. In addition, the Investor Rights Agreement provides the Sellers with the right to designate a non-voting observer to attend meetings of the Board and of committees of the Board, subject to customary limitations, for so long as the Sellers beneficially own, in the aggregate, common stock of the Company equal to at least five percent (5%) of shares of the Company’s common stock outstanding. The non-voting Board observer is currently Mr. Alejandro Gil. In connection with the Credit Agreement by and among the Company, as guarantor, FreightCar North America, CO Finance LVS VI LLC, as lender (the “Lender”), an affiliate of a corporate credit fund for which Pacific Investment Management Company LLC serves as an investment manager, and U.S. Bank National Association, as disbursing and collateral agent, the Company also entered into a warrant acquisition agreement (the “Warrant Acquisition Agreement”) with the Lender, which provides for the issuance of a warrant (the “Warrant”) to the Lender, allowing Lender to purchase a number of shares of the Company’s common stock, par value $0.01 per share, equal to 23% of the outstanding common stock on a fully-diluted basis at the time the Warrant is exercised. Pursuant to the Warrant Acquisition Agreement, for so long as the Lender or its affiliates hold (a) at least 50% of the Warrant or (b) at least 50% of the shares issuable pursuant to the exercise of the Warrant, the Lender shall be entitled to designate for recommendation to the Nominating and Corporate Governance Committee of the Board and, upon such recommendation, nomination by the Board one director to the Board and a non-voting observer. Each director designated by the Lender, including the initial director designee, must comply with the requirements of the charter for, and related guidelines of, the Nominating and Corporate Governance Committee of the Board. The director nominee initially designated by the Lender was Travis D. Kelly, who was appointed by the Board to serve as a Class I director effective on June 20, 2022 and subsequently elected as a Class I director at the Company’s 2024 Annual Meeting. Our Charter provides that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors. Our Charter also provides that our Board may fill any vacancy created by the resignation of a director or an increase in the size of the Board. On March 20, 2025, the Board passed a resolution decreasing the size of the Board from nine (9) directors to eight (8) directors, effective May 14, 2025. The Board met thirteen (13) times during 2025. Nominees for election at this meeting for terms expiring in 2029 Elizabeth K. Arnold, 61, has served as a director since August 2019 and is chairperson of our Audit Committee. She is a member of our Nominating and Corporate Governance Committee and our Compensation Committee. Ms. Arnold served as the Senior Vice President, Chief Financial Officer and Treasurer of Houghton International, a specialty chemical company with international operations, from October 2014 to August 2019. From October 2012 to April 2014, Ms. Arnold served as the Chief Financial Officer of Physiotherapy Associates. Prior to joining Physiotherapy Associates, Ms. Arnold served as the Chief Financial Officer of Tyco Flow Control from April 2010 to September 2012. Between 2003 and 2010, Ms. Arnold worked as the Vice President, Corporate Financial Planning & Analysis at Tyco. Earlier in her career, Ms. Arnold served in numerous roles, including executive leadership positions, for General Electric, a global industrial company with products and services ranging from aircraft engines, power generation and oil and gas production to medical imaging. Ms. Arnold also serves as a member of the board of directors and audit committee and nominating, governance, sustainability and compliance committee of Innospec Inc. (Nasdaq: IOSP). Ms. Arnold possesses a bachelor’s degree in economics from the University of Alabama. She brings to our Board, among other things, extensive corporate finance and public accounting experiences, as well as a wealth of operational knowledge. James R. Meyer, 64, has served as a director since July 2017, and beginning May 1, 2024, Mr. Meyer became Executive Chairman of the Board. On May 14, 2025, Mr. Meyer transitioned into the role of Chairman of the Board. Mr. Meyer previously served as our President and Chief Executive Officer (“CEO”) from July 2017 to May 1, 2024. Mr. Meyer has over 30 years of experience in the heavy equipment, automotive and consumer goods industries.. In his prior positions, he served as Chief Operating Officer of Allied Specialty Vehicles, Inc., a manufacturer of specialty vehicles for fire and emergency, commercial and recreation segments, Brunswick Corporation and Ford Motor Company where he spent 16 years and held various executive positions. Mr. Meyer also has extensive M&A experience and has worked with and held ownership positions in a number of privately held heavy equipment manufacturers. Mr. Meyer has a bachelor’s degree in engineering and a master of business administration from the University of Michigan, and a master’s degree in engineering from the Massachusetts Institute of Technology. Mr. Meyer brings to the Board his broad leadership experience from serving in management and directorship roles in the automotive and manufacturing industries.
GOVERNANCE OF THE COMPANY
Nicholas J. Randall, 52, was appointed as our President and CEO effective May 1, 2024 and previously served as our Chief Operating Officer from June 2023. He has served as a director since May 2024. Prior to joining the Company, Mr. Randall led a division of Precision Castparts Corporation from 2017-2023. From 2007 to 2017, Mr. Randall served in various capacities at Alcoa Corporation and Arconic Corporation, a company formed from the split of Alcoa in 2016. Prior to that, Mr. Randall worked in various engineering roles at Jaguar Land Rover Automotive. Mr. Randall holds a bachelor’s degree in manufacturing engineering from Liverpool John Moores University. Mr. Randall brings to the Board extensive experience in operations of industrial products companies and insight from his previous roles and as the Company’s Chief Operating Officer. Directors whose terms continue until 2027 Malcolm F. Moore, 75, has served as a director since March 2015 and is the chair of our Nominating and Corporate Governance Committee and a member of our Compensation and Audit Committees. Since May 14, 2025, Mr. Moore has served in the role of Lead Independent Director. From July 2015 to June 2019, Mr. Moore served as Executive Vice President and Chief Operating Officer of Twin Disc, Inc., a publicly held global manufacturer and distributor of power transmission equipment for the marine, transportation and industrial business sectors. Between 2006 and 2015, he also served on the board of directors of Twin Disc, Inc. From June 2013 to June 2015, Mr. Moore served as the President and Chief Executive Officer of Digi-Star LLC, a global supplier of electronic components and software used in precision agriculture. From November 2011 to June 2013, Mr. Moore served as Chairman of Digi-Star. Prior to joining Digi-Star, Mr. Moore served as an advisor to Baird Capital Partners from June 2010 to November 2011. Between 1999 and 2010, Mr. Moore worked in a variety of executive roles at Gehl Company, a publicly held manufacturer of compact construction equipment, including serving as President and Chief Executive Officer from August 2009 to April 2010. Earlier in his career, Mr. Moore served in senior executive roles at Pangborn Corporation, an international manufacturer of blast media equipment used by manufacturers of metal products, and LINAC Holdings Inc., a manufacturer of specialized equipment used in steel production, industrial heat-treating, scientific research and product manufacturing. Having served as a senior executive for over 25 years, and as a board member for many years, of companies in the manufacturing sector, Mr. Moore brings to our Board extensive experience in leading complex heavy manufacturing organizations. José De Nigris Felán, 53, has served as a director since June 2022. Mr. De Nigris Felán is the Executive Vice President of Katcon Global USA, Inc., a global supplier of exhaust and after treatment solutions to the automotive industry. Mr. De Nigris Felán has served as a board member of Katcon Global since 2000, and has held various positions since with its subsidiaries. Mr. De Nigris Felán is the Director of Katcon Global, SA (Luxembourg) since 2009, the Director of Katcon Korea since 2016, and the Managing Director of Wendt Automotive GMBH (Germany) since 2018. Mr. De Nigris Felán brings to our Board significant experience in industrial manufacturing. Travis D. Kelly, 49, has served as a director since June 2022 and is a member of our Audit Committee. Mr. Kelly has served since December 2018 as the President and Chief Executive Officer of Isola Group LLC, a global material sciences company specialized in making laminate materials used to fabricate multilayer printed circuit boards. From 2007 to 2018, Mr. Kelly served as the Global Chief Operating Officer for Cerberus Capital Management, L.P. Prior to this, Mr. Kelly served numerous operating, financial, and strategic planning roles across several public and private capital raising manufacturing and industrial companies. Mr. Kelly brings to our Board experience in operating an industrial company as well as finance and strategic planning. Directors whose terms continue until 2028 Jesús Salvador Gil Benavides, 62, has served as a director since October 2020. Mr. Gil Benavides has over 30 years of experience in metal fabrications, and over 20 years of experience in the railcar manufacturing industry. From October 2020 to January 2024, Mr. Gil Benavides served as the Vice President of Operations for the Company. From 2005 to 2017, Mr. Gil Benavides held various roles with Grupo Industrial Monclova, S.A. de C.V. (“Grupo Industrial”), a corporation operating in railcar manufacturing, offshore platform fabrication, mining, industrial gases and energy. During this time, he also served as a member of Grupo Industrial’s board of directors. From 1997 to 2005, Mr. Gil Benavides worked for Trinity Industries de Mexico as Plant Manager at the Monclova plant and the General Manager of Monclova-Sabinas. In 2018, he finished a one-year Advanced Executive Management Program (AD-2) at the Instituto Panamericano de Alta Dirección de Empresa (IPADE) in Monterrey, Mexico. In 1988, he obtained a master’s degree in electrical engineering from Washington University, Saint Louis, Missouri, and in 1986 he received his bachelor’s degree in electronic engineering from the Instituto Tecnológico de Monterrey. Mr. Gil Benavides brings to our Board extensive and specific experience in the railcar industry. Rodger L. Boehm, 66, has served as a director since May 2022 and is the chairman of our Compensation Committee and a member of our Audit Committee. Until his retirement in September 2017, Mr. Boehm was a senior partner at McKinsey & Company, Inc. He spent 31 years at the premier management consulting firm in a variety of roles with increasing responsibility, beginning in 1986. Mr. Boehm led client service for leading global institutions, primarily focused on Fortune 500 companies. His client service focused on long-term global growth and performance improvement, helping companies to significantly improve their cost, revenue and service performance. Mr. Boehm’s background in strategic leadership in the industrial sector ranges from developing a global growth strategy for an agricultural and construction equipment manufacturer to improving the enterprise marketing capabilities for a leading global industrial conglomerate. Before McKinsey, he was a quality control engineer with Jones & Laughlin Steel from 1982 to 1984. He currently serves on the board of Ruggable and Hyliion and was formerly a board member for Meritor and Home Chef. Mr. Boehm earned a bachelor’s degree in materials engineering from Purdue University in 1982 and a master of business administration from Harvard University in 1986. Mr. Boehm brings to our Board deep and broad experience in strategic leadership in the industrial sector. Committees of the Board Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Membership in each committee is shown in the following table.
GOVERNANCE OF THE COMPANY
| | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | | James R. Meyer | | | | | Nicholas J. Randall | | | | | Elizabeth K. Arnold | ▲ | • | • | | Jesús Salvador Gil Benavides | | | | | Rodger L. Boehm | • | ▲ | | | José De Nigris Felán | | | • | | Travis D. Kelly | • | | | | Malcolm F. Moore | • | • | ▲ |
GOVERNANCE OF THE COMPANY
____________ ▲ Chair • Member Audit Committee. The Audit Committee met five (5) times during 2025. Our Audit Committee currently consists of Ms. Arnold and Messrs. Moore, Boehm and Kelly. Ms. Arnold currently serves as the chair. The primary purpose of our Audit Committee is to assist the Board in monitoring and overseeing the Company’s (i) financial reporting processes, (ii) internal accounting and financial controls, and (iii) accounting principles and auditing practices employed in the preparation and review of financial statements. The Audit Committee appoints the independent registered public accountants to audit our annual financial statements and the scope of and plans for the audit to be undertaken by such accountants. The Audit Committee pre-approves the audit services and permissible non-audit services to be performed by such accountants and takes appropriate actions to ensure the independence of such accountants. The Audit Committee is also responsible for approving related-party transactions. The Audit Committee operates under a written charter, a copy of which is available on our website, www.freightcaramerica.com. The Audit Committee has established and regularly monitors procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters. Our Board has determined that Ms. Arnold and Messrs. Moore, Boehm and Kelly meet the applicable independence requirements under Nasdaq rules and the rules and regulations of the SEC. Each of Ms. Arnold and Messrs. Moore, Boehm and Kelly has been determined to be an audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and each is “independent” as defined in the applicable listing standards for audit committee members. Compensation Committee. The Compensation Committee met seven (7) times during 2025. Our Compensation Committee currently consists of Ms. Arnold and Messrs. Moore and Boehm. Mr. Boehm currently serves as the chair. The primary purpose of our Compensation Committee is to (i) oversee the Company compensation plans, policies, guidelines and practices; (ii) annually review and approve a report on NEO and director compensation for inclusion in our Proxy Statement, in accordance with all applicable rules and regulations; and (iii) recommend to the Board the compensation of the executive officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company. The Compensation Committee operates under a written charter, a copy of which is available on our website, www.freightcaramerica.com. Our Board has determined that Ms. Arnold and Messrs. Moore and Boehm meet the applicable independence requirements under the rules of Nasdaq (including the enhanced independence requirements for compensation committee members) and the rules and regulations of the SEC. In addition, each of Ms. Arnold and Messrs. Moore and Boehm is an “outside director,” as defined in Code Section 162(m), and each of Ms. Arnold and Messrs. Moore and Boehm is a “non-employee” director within the meaning of Rule 16b-3 under the Exchange Act. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met three (3) times during 2025. Our Nominating and Corporate Governance Committee consists of Ms. Arnold and Messrs. Moore and De Nigris Felán. Mr. Moore serves as the chair. The primary purpose of our Nominating and Corporate Governance Committee is to: (i) identify individuals qualified to become Board members, consistent with criteria approved by the Board; (ii) recommend to the Board nominees for the Board; (iii) recommend to the Board nominees for each Board committee; (iv) recommend to the Board and review annually the Corporate Governance Guidelines, the Code of Business Conduct and Ethics, Insider Trading Policy and committee charters; and (v) review annually the independence qualifications of the Board and committee members. The Nominating and Corporate Governance Committee operates under a written charter, a copy of which is available on our website, www.freightcaramerica.com. Our Board has determined that Ms. Arnold and Messrs. Moore and De Nigris Felán meet the applicable independence requirements under the rules of Nasdaq and the rules and regulations of the SEC. Commitment to Corporate Responsibility We are committed to growing our business in a sustainable and socially responsible manner with strong governance principles in place. The Nominating and Corporate Governance Committee of our Board has oversight of, and periodically reviews, our policies and programs related to environmental stewardship, social responsibility and governance matters. The Nominating and Corporate Governance Committee meets periodically with senior management to develop, assess and prioritize key corporate responsibility topics that enhance long-term value for the Company and our stakeholders. Environmental Stewardship To minimize the environmental impact of our business, we have introduced lighter weight freight cars that require less energy to manufacture and offer higher capacity than the freight cars they replace. We are also a leader in the railcar conversion and rebody space, with over 15,000 conversion and rebody projects completed over the last decade. Our conversion and rebody projects use scrap materials from underutilized and inefficient railcar assets to support a more sustainable steel manufacturing process and the reuse of key components, contributing to reduced energy consumption and greenhouse gas emissions. Social Responsibility We continuously strive to improve the health, safety and well-being of our employees, foster a collaborative workplace, promote opportunities for professional development, and actively contribute to the communities in which we operate. Workplace safety is a top priority for the Company, and we are focused on improving our safety performance with a goal of zero injuries and incidents. Our safety performance is regularly monitored by our senior leadership team, our CEO, and our Board. Governance Our governance structure is designed to provide accountability for responsible business practices, facilitate transparency and ultimately promote the long-term interests of our stakeholders. We strive to ensure that all our employees act ethically and with integrity in all aspects of their work. A majority of our Board consists of independent Board members with extensive experience and expertise in a variety of industries. Our Board provides counsel to and oversight of the senior management team to ensure that our business strategies align with our corporate responsibility goals. Independence of Directors The Board has determined that five (5) of our eight (8) current directors, consisting of Ms. Arnold and Messrs. Moore, Boehm, Kelly and De Nigris Felán, are “independent directors” as defined in Nasdaq Listing Rule 5605 and as defined in applicable rules by the SEC. Mr. Randall is not independent as he is our President and CEO. Mr. Meyer is not independent as he retired as our President and CEO in May 2024. Mr. Gil Benavides is not independent due to certain related person transactions. For more information, see the section of this Proxy Statement entitled “Certain Relationships and Related Transactions.” Nasdaq Listing Rule 5605 requires that a majority of our Board be composed of independent directors and that our committees be composed solely of independent directors. Board Leadership Structure
GOVERNANCE OF THE COMPANY
Our Board strongly endorses the view that one of its primary functions is to protect stockholders’ interests by providing independent oversight of management, including the CEO. However, the Board does not believe that mandating a particular structure, such as a separate Chairman of the Board and CEO, is necessary to achieve effective oversight. The Board retains the right to exercise its judgment to combine or separate the roles of Chairman of the Board and CEO. Currently, the offices of Board Chairman and CEO are held by separate persons because the Board has determined that this structure aids in the oversight of management and is currently in the best interests of the Company and its stockholders. The Board currently has a separate Board Chairman (Mr. Meyer as Chairman), CEO (Mr. Randall) and Lead Independent Director (Mr. Moore). Code of Business Conduct and Ethics We have established a Code of Business Conduct and Ethics that applies to our officers, directors and employees, including our CEO and Chief Financial Officer. A copy of the Code of Business Conduct and Ethics is available on our website, https://investors.freightcaramerica.com/governance/documents/. We intend to disclose on our website any amendments to or waivers from our Code of Business Conduct and Ethics applicable to any of our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Under the Code of Business Conduct and Ethics, the Board, its committees and the non-employee directors have the right at any time to retain independent outside financial, legal or other advisors as they deem necessary, without the necessity of consulting with or obtaining prior approval of any officer of the Company. Risk Oversight In its governance role, and particularly in exercising its duty of care and diligence, our Board is responsible for monitoring and overseeing the Company’s approach to risk assessment and risk management. The Board has the ultimate responsibility in this area. The Board has delegated the responsibility for overseeing financial risks to the Audit Committee and compensation-related risks to the Compensation Committee. Where appropriate, the Board may delegate risk oversight responsibility in other specific areas to Board committees. The Board requires management to ensure that an appropriate approach to risk management is implemented as part of the day-to-day operations of the Company. The Board further requires that management design internal control systems with a view to identifying and managing the material risks to the business. In fulfilling its responsibilities delegated by the Board as described above, on a periodic basis (but not less often than annually), the Audit Committee reviews and discusses with management and our internal audit function the Company’s significant financial risk exposures and establishes an annual review schedule, which includes periodic financial reviews, internal control assessments and reviews of specific risk areas. The Audit Committee receives periodic updates from management and our internal audit function as per the annual schedule and as necessary based on subsequent determinations. The Audit Committee reports its activities to the full Board on a regular basis and is responsible for making such recommendations with respect to the matters described above and other matters as the Audit Committee may deem necessary or appropriate. The Audit Committee believes that in addition to its own deliberations and assessment of potential risks, the advice and recommendations of its independent auditor provide important objective guidance in this area. In fulfilling its responsibilities delegated by the Board as described above, on a periodic basis (but not less often than annually), the Compensation Committee reports its activities to the full Board and is responsible for making such recommendations with respect to the matters described above and other matters as the Compensation Committee may deem necessary or appropriate. Director Nomination Process The Nominating and Corporate Governance Committee of our Board considers candidates to fill new directorships created by expansion and vacancies that may occur and makes recommendations to the Board with respect to such candidates. The Nominating and Corporate Governance Committee considers all relevant qualifications of candidates for board membership, including factors such as industry knowledge and experience, public company, academic or regulatory experience, financial expertise, current employment and other board memberships, and whether the candidate will be independent under the listing standards of Nasdaq. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment using its experience. The Nominating and Corporate Governance Committee evaluates each incumbent director to determine whether he or she should be nominated to stand for re-election, based on the types of criteria outlined above as well as the director’s overall service to us during his or her term and any relationships and transactions that might impair such director’s independence. The number of members of our Board is currently fixed at eight (8) directors. The Nominating and Corporate Governance Committee periodically evaluates the current size and the composition of the Board. Our Third Amended and Restated Bylaws (our “Bylaws”) provide that nominations for the election of directors at our annual meeting may be made by our Board or any stockholder entitled to vote for the election of directors generally who complies with the procedures set forth in the Bylaws and who is a stockholder of record at the time notice described below is delivered to us. Any stockholder entitled to vote in the election of directors generally may nominate a person for election to the Board at our annual meeting only if timely notice of such stockholder’s intent to make such nomination has been given in writing to our Corporate Secretary at our offices at 125 South Wacker Drive, Suite 1500, Chicago, Illinois 60606. Any recommendations received from stockholders will be evaluated by the Nominating and Corporate Governance Committee in the same manner that potential director nominees suggested by Board members, management or other parties are evaluated. For more information, see the section of this Proxy Statement entitled “Stockholder Nominations and Proposals for 2027 Annual Meeting.” Director Attendance at Meetings Directors are expected to attend all annual and special meetings of our stockholders. During 2025, the Board held thirteen (13) meetings. Each of our directors then serving attended at least 75% of the aggregate number of meetings of the Board and meetings of those committees on which he or she served during 2025. All of our directors then serving attended the 2025 annual meeting of stockholders. Director Compensation For a discussion of director compensation, see the section of this Proxy Statement entitled “Director Compensation.” OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ELIZABETH K. ARNOLD, JAMES R. MEYER, AND NICHOLAS J. RANDALL AS CLASS III DIRECTORS.
General Authorities and Responsibilities
General Authorities and Responsibilities The Compensation Committee, consulting with its independent compensation consultant and with management as necessary, reviews and recommends for approval by the Board our general policies relating to executive officer (as defined in Rule 16a-1(f) under the Exchange Act) compensation and oversees the development and implementation of such compensation programs. The Compensation Committee, consulting with its independent compensation consultant and with management as necessary, reviews and approves, or recommends for ratification by the Board, executive officer (as defined in Rule 16a-1(f) under the Exchange Act) compensation, including, to the extent applicable, (i) salary, bonus and incentive compensation levels, (ii) equity compensation, (iii) employment agreements, severance arrangements and change in control agreements/provisions, in each case as, when and if appropriate, and (iv) other forms of executive officer (as defined in Rule 16a-1(f) under the Exchange Act) compensation. The Compensation Committee meets without the presence of senior management when approving or deliberating on CEO compensation but may, in its discretion, invite the CEO to be present during the approval of, or deliberations with respect to, other executive officer compensation. The Compensation Committee may delegate authority to subcommittees, including committees whose members are not members of the Board, as it deems appropriate. The Compensation Committee, as a committee or together with independent members of the Board, periodically reviews and approves corporate goals and objectives relevant to executive officer compensation and evaluates the CEO’s performance in light of those goals and objectives. The Compensation Committee recommends for ratification by the Board the CEO’s compensation levels taking into account this evaluation. The Compensation Committee periodically reviews and makes recommendations to the Board with respect to director compensation for non-employee members of the Board and its committees.
Compensation Consultant
Compensation Consultant The Compensation Committee has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors as it deems appropriate or necessary. The Compensation Committee has the authority to conduct or authorize investigations into any matter within its scope of responsibilities, and retain, at the Company’s expense, such independent counsel, compensation consultant or other consultants and advisors as it deems necessary. During 2025, the Compensation Committee received independent compensation consulting advice from Meridian, including advice on director and executive compensation levels and incentive plan design work relating to the NEOs. The Compensation Committee has reviewed the independence of Meridian in light of SEC rules and Nasdaq listing standards regarding compensation consultants and has concluded that Meridian’s work for the Compensation Committee does not raise any conflict of interest.
Elements of Executive Compensation
| Element | Purpose | | Base Salary | Base salary is comprised of periodic, fixed payments made to each NEO. Base salary is provided to each NEO in order to provide the NEO with a degree of financial certainty and to competitively compensate the NEO for rendering ongoing services to the Company. Competitive base salaries further the compensation program’s objectives by allowing the Company to attract and retain talented employees by providing a fixed portion of compensation. | | Annual Cash Incentive Awards | The primary purposes of the annual cash incentive program are to incentivize employees to achieve certain pre-determined performance objectives over the fiscal year that, among other things, are linked to stockholder value creation and to competitively reward employees for achieving results. | | Long-Term Incentive Awards | The primary purpose of the long-term incentive award program is to align employee and stockholder interests through equity instruments that incentivize employees to increase stockholder value, competitively reward employees for increasing stockholder value, and retain employees who are critical to value creation. | | Post-Employment Benefits | In the event of certain qualifying terminations of employment, termination benefits provide NEOs with additional financial security, which we believe is necessary to attract and retain talented executives. For more details, see below under “Severance Arrangements”. | | Retention and Change in Control Benefits | We provide NEOs with certain retention and change in control benefits that we believe help minimize inherent conflicts of interest that may arise for executives in potential change in control transactions. |
Elements of Executive Compensation
The amount of each NEO’s base salary is the reference point for certain other elements of the NEO’s compensation. For example, the potential annual cash incentive and long-term incentive award for each NEO is based, in part, on the NEO’s base salary. NEO cash severance benefits also are determined, in part, by base salary. Annual Cash Incentive Awards Annual incentive plan performance measures and goals are linked to the Company’s business plan and are recalibrated each year based on the annual budget, operating plan and other relevant considerations. For 2025, the annual incentive program was based on Adjusted EBITDA, operating cash flow, backlog (sales for 2025 and beyond), and safety. For 2025 performance, Adjusted EBITDA funded at 84% of target, operating cash flow funded at 147%, backlog funded at 0%, and safety funded at 200%. The same performance measures applied to each of our NEOs; however, the relative weighting of those measures differed by role to reflect areas of responsibility. For the CEO and the CFO, Adjusted EBITDA, operating cash flow and backlog were each weighted 31.67%, with safety weighted 5%. For the CCO, Adjusted EBITDA and operating cash flow were each weighted 25%, backlog was weighted 45%, and safety was weighted 5%, reflecting his commercial responsibilities. As a result of the Company’s performance and the applicable weightings, the Compensation Committee approved payouts of 83.3% of target for the CEO and the CFO and 67.8% of target for the CCO. Long-Term Incentive Awards The Company maintains the 2022 Long-Term Incentive Plan, adopted at the 2022 annual meeting (as amended, the “2022 LTIP”), the 2018 Long-Term Incentive Plan (the “2018 LTIP”) and the 2005 Long-Term Incentive Plan (the “2005 LTIP” and, together with the 2018 LTIP, the “Prior LTIP”). Under the 2022 LTIP and the Prior LTIP, the Company is and was, respectively, able to grant to NEOs and other eligible employees cash incentive awards, stock options, share appreciation rights, restricted shares, restricted share units, performance shares, performance units, dividend equivalents and other share-based awards. In January 2025, our Board, at the recommendation of the Compensation Committee, approved awards to our NEOs of time-based restricted shares and time-based stock options, with each form of award comprising approximately 50% of the target long-term incentive opportunity for each NEO. The Compensation Committee has granted stock options (and previously, SARs) to align the compensation of our NEOs more closely with increases in stockholder value over the long term and to provide, when combined with the other elements of compensation, market-competitive performance-based total compensation opportunities to our NEOs. The following table sets forth the number of shares under annual equity incentive awards granted to each of our NEOs in 2025:
Elements of Executive Compensation
The NEOs’ restricted share awards generally vest on the third anniversary of the grant date, subject to each NEO’s continued service through the applicable vesting date. The NEOs’ option awards generally vest in three equal installments, beginning on the first anniversary of the grant date, subject to each NEO’s continued service through the applicable vesting date. Retirement and Pension Benefits The Company provides matching contributions to participants in the Company’s 401(k) Plan of up to 4% of eligible compensation. These matching contributions and any earnings thereon generally are held and invested under the plans until termination of the participant’s employment. The Company also maintains a tax-qualified defined benefit pension plan, for the benefit of eligible employees. Benefits under our pension plan are frozen and will not be impacted by increases due to future service and compensation increases. None of the NEOs participate in the Company pension plan. The Company does not make available a non-qualified deferred compensation plan for its NEOs or other employees. Change in Control and Post-Employment Benefits For 2025, we set termination and change in control benefits at levels that we believe fall within the range of competitive market practices. Each of our NEOs is eligible to receive certain payments and benefits in connection with his or her termination of employment under various circumstances, including following a change in control of the Company, under the Company’s Executive Severance Plan (as defined below) and the 2022 LTIP (and the associated award agreements).
Severance Arrangements
Severance Arrangements Under the Company’s Executive Severance Plan, as amended and restated January 17, 2022 (the “Executive Severance Plan”), each of our NEOs is currently eligible for payments and benefits in connection with certain terminations of their employment.
Executive Severance Plan
Executive Severance Plan The Executive Severance Plan covers executives who are designated by the Company to participate (each, a “Participant”). Upon a Participant’s termination of employment for any reason, including death, disability, voluntary resignation, and termination by the Company for Cause (as defined in the Executive Severance Plan), the Participant is entitled to the following accrued obligations: (i) accrued base salary and unused vacation through the date of termination, (ii) prior fiscal year bonuses that were previously earned but not yet paid, and (iii) accrued and vested benefits and unreimbursed expenses incurred but unpaid as of the date of termination. In addition, Participants who experience an involuntary termination of employment by the Company without Cause or a resignation for Good Reason (as defined in the Executive Severance Plan) are also entitled under the Executive Severance Plan to (i) 12 months of base salary continuation, (ii) an amount equal to the average of the annual bonuses paid to them for the last two full years, payable on March 15 of the year following termination, and (iii) 12 months of subsidized participation in the Company’s group health plan for the Participant and their covered family members, where the Participant’s costs for the coverage shall be at the same cost and coverage levels that apply to active employees. To qualify for the foregoing benefits, the Participant must provide transition services to the Company, if reasonably requested by the Board, for up to 12 months following such Participant’s termination. Following a Change in Control (as defined in the Executive Severance Plan), if a Participant is not retained by the successor employer on terms substantially comparable in the aggregate to the terms on which they were employed prior to the Change in Control, the Participant’s termination shall qualify as a resignation for Good Reason, making them eligible for the benefits noted above. Otherwise, the Executive Severance Plan does not provide for special severance benefits if a Participant is terminated in connection with a Change in Control. However, as described below under “— Employment Agreements and Other Arrangements for NEOs,” certain NEOs have separate change-in-control severance provisions that, upon a qualifying termination following a change in control, provide benefits in lieu of those otherwise payable under the Executive Severance Plan. For Participants who experience a “Qualifying Retirement” (as defined in the Executive Severance Plan), the following special Executive Severance Plan benefits shall apply to their outstanding equity incentive awards, subject to the terms and conditions of any applicable award agreements: (i) such awards shall continue to vest as if the Participant had remained in continuous service through (a) each applicable vesting date (or if earlier, the date the award is no longer subject to a substantial risk of forfeiture), or (b) for awards subject to performance-based vesting, through the performance period, with any performance goal or metric vesting only based upon the achievement of the applicable performance goals or metrics, and (ii) any options and SAR awards that are vested or become vested under (i) shall remain exercisable until the earlier of their original expiration date or the 10-year anniversary of their grant date.
Employment Agreements and Other Arrangements for NEOs
Employment Agreements and Other Arrangements for NEOs Nicholas J. Randall. Mr. Randall was appointed Chief Operating Officer on June 26, 2023 pursuant to an offer letter dated May 12, 2023, which was amended effective as of September 3, 2025 (the “Randall Agreement”). Mr. Randall began serving as President and CEO as of May 1, 2024. The Randall Agreement does not provide for a specified term. The Randall Agreement provides for a base salary of $450,000 for the role of Chief Operating Officer and $550,000 for the role of President and CEO; target and maximum bonus opportunities of 100% and 200%, respectively, of his base salary as CEO; target long-term incentive plan award equal to 150% of base salary; a sign-on award granting 300,000 stock options, subject to performance and service vesting conditions under the 2022 LTIP; a sign-on bonus of $250,000; and the reimbursement of certain qualifying moving and relocation expenses. Mr. Randall is entitled to participate in all management incentive plans and to receive all benefits under any employee benefit plan made available to employees. Mr. Randall became a participant in the Company’s Executive Severance Plan as of his start date. In the event that Mr. Randall’s employment is terminated by the Company without Cause or he resigns for Good Reason, in each case within 24 months following the consummation of a Change in Control (as such terms are defined in the Randall Agreement), Mr. Randall will be entitled to the following severance benefits: (i) continued base salary for 24 months following the date of termination; (ii) two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment due on March 15 of the first calendar year following termination and the second payment due on March 15 of the second calendar year following termination; and (iii) continued participation in the Company’s group health plan for 24 months following the date of termination. These benefits are provided in lieu of any severance benefits otherwise payable to Mr. Randall under the Company’s Executive Severance Plan. Mr. Randall has agreed to keep confidential certain information, to assign intellectual property rights to the Company and to certain restrictions with respect to non-competition and non-solicitation of current or prospective customers that apply for one year following termination of employment, and non-solicitation of employees that apply for two years following termination of employment. W. Matthew Tonn. Mr. Tonn was appointed Chief Commercial Officer effective September 30, 2019 pursuant to an offer letter, dated June 9, 2019 (the “Tonn Agreement”). The Tonn Agreement does not provide for a specified term. The Tonn Agreement provides for a base salary of $310,000; threshold, target, and maximum bonus opportunities of 20%, 50% and 100%, respectively, of his base salary; a sign-on award granting 40,000 restricted shares of Company stock under the long-term incentive plan; and a signing bonus of $50,000. Mr. Tonn is entitled to participate in all management incentive plans and to receive all benefits under any employee benefit plan made available to employees. Mr. Tonn is a participant in the Company’s Executive Severance Plan. Mr. Tonn is also eligible for additional severance in the event his employment is terminated by the Company without “Cause” or he terminates his employment for “Good Reason” within 24 months following a “Change in Control” (each as defined in the Executive Severance Plan). Upon the occurrence of such event, in addition to any benefits provided under the Executive Severance Plan, Mr. Tonn is eligible to receive continued base salary for an additional 12-month period following termination of employment, an additional payment equal to the average of the annual bonuses paid for the last two full years and an additional six months of health insurance continuation. In the event of a Change in Control while Mr. Tonn is employed with the Company, his equity vesting will be accelerated, and he will receive a transaction payment equal to 75% of his annual base salary. Mr. Tonn has agreed to keep confidential certain information, to assign intellectual property rights to the Company and to certain restrictions with respect to non-competition and non-solicitation of current or prospective customers that apply for one year following termination of employment, and non-solicitation of employees that apply for two years following termination of employment. Michael A. Riordan. In connection with Mr. Riordan’s appointment as Vice President, Chief Financial Officer and Treasurer, the Company and Mr. Riordan entered into a letter agreement regarding the terms of his employment, dated March 18, 2022 and effective as of March 21, 2022, which was amended effective as of September 3, 2025 (the “Riordan Agreement”). The Riordan Agreement does not provide for a specified term. It provides for an initial base salary of $300,000 per year; threshold, target and maximum annual bonus opportunities of 20%, 50% and 100%, respectively, of his base salary, and a sign-on award granting (i) 40,000 restricted shares of Company stock under the long-term incentive plan and (ii) 100,000 Company stock options. Mr. Riordan is entitled to participate in all management incentive plans and to receive all benefits under any employee benefit plan made available to employees. Mr. Riordan is a participant in the Company’s Executive Severance Plan. In the event that Mr. Riordan’s employment is terminated by the Company without Cause or he resigns for Good Reason, in each case within 24 months following the consummation of a Change in Control (as such terms are defined in the Riordan Agreement), Mr. Riordan will be entitled to the following severance benefits: (i) continued base salary for 18 months following the date of termination; (ii) two equal bonus payments, each equal to the average of the annual bonuses paid to him for the two full years prior to termination (with any partial-year bonus annualized), with the first payment due on March 15 of the calendar year following termination and the second payment due on the date that is 18 months following the date of termination; and (iii) continued participation in the Company’s group health plan for 18 months following the date of termination. These benefits are provided in lieu of any severance benefits otherwise payable to Mr. Riordan under the Company’s Executive Severance Plan. Mr. Riordan has agreed to keep confidential certain information, to assign intellectual property rights to the Company and to certain restrictions with respect to non-competition and non-solicitation of current or prospective customers that apply for one year following termination of employment, and non-solicitation of employees that apply for two years following termination of employment. Stock Ownership Guidelines The Board requires that the Company’s NEOs meet minimum stock ownership requirements that are consistent with industry standards and are set forth in the Company’s Corporate Governance Guidelines. Each NEO must maintain Company stock holdings at least equal to the aggregate number of shares (including options or shares granted but not vested) that the Company has awarded to such NEO during the three-year period ending on any given date of determination. As of December 31, 2025, the stock ownership of each of our NEOs either (i) exceeded the Company’s minimum stock ownership requirements or (ii) was in the transition period to comply with such guidelines. Executive Compensation Recovery Policy (“Clawback Policy”) and other Clawbacks
Employment Agreements and Other Arrangements for NEOs
In 2023, the Company adopted a new Clawback Policy in accordance with Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder (collectively, “Section 10D”). In the event the Company is required to prepare an accounting restatement, the Clawback Policy provides that the Company will within a reasonably prompt timeframe recover the erroneously awarded compensation from covered executive officers in accordance with Section 10D and Nasdaq rules. In addition, the Company’s incentive equity awards provide for forfeiture and clawback of incentive equity awards in connection with a breach of certain restrictive covenants. Company Insider Trading Policy The Company’s Insider Trading Policy prohibits directors, NEOs, other officers who are subject to Section 16 of the Exchange Act, and certain other employees who may be designated from time to time by the Company’s Chief Financial Officer (collectively, “Insiders”) from the following actions, without prior written consent from the Company’s Chief Financial Officer: (i) trading in Company securities during certain restricted periods, (ii) engaging in short sales of Company securities, (iii) buying or selling Company options (other than options granted pursuant to the Company’s long-term incentive plans), including puts or calls, (iv) holding Company securities in margin accounts and/or pledging Company securities as collateral, (v) hedging transactions, and (vi) placing standing orders with a broker to buy or sell Company securities that have a duration in excess of two business days (other than when such orders are made pursuant to a trading plan that complies with SEC Rule 10b5-1). In addition, Insiders must preclear transactions in Company securities in advance with the Company’s Chief Financial Officer. While the Company is not subject to the Insider Trading Policy itself, the Company will not engage in transactions in its securities while aware of material nonpublic information. We believe that the Company’s Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
EXECUTIVE COMPENSATION
| Summary Compensation Table | | | | | | | | | | Name | Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Nicholas J. Randall | President and CEO | 2025 | $605,000 | $453,746 | $449,219 | $503,736 | $21,000 | $2,032,701 | | | | 2024 | $516,666 | $450,481 | $450,487 | $757,889 | $122,512 | $2,298,035 | | W. Matthew Tonn | Chief Commercial Officer | 2025 | $420,000 | $189,001 | $187,111 | $170,938 | $25,200 | $992,250 | | | | 2024 | $400,000 | $168,752 | $168,727 | $275,596 | $16,200 | $1,029,275 | | Michael A. Riordan | Vice President, Chief Financial Officer and Treasurer | 2025 | $420,000 | $189,001 | $187,111 | $227,305 | $12,424 | $1,035,841 | | | | 2024 | $400,000 | $162,001 | $161,979 | $275,596 | $16,200 | $1,015,776 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Set forth below are summaries of the compensation paid to each of our non-employee directors in 2025, in both cash and equity awards. No information is presented for Mr. Randall, who does not receive any compensation for his role as an employee director. 2025 Director Compensation Table
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Elizabeth K. Arnold | 70,000 | 74,998 | 144,998 | | Rodger Boehm | 65,000 | 74,998 | 139,998 | | José De Nigris Felán | 55,000 | 74,998 | 129,998 | | William D. Gehl(3) | 25,961 | — | 25,961 | | Jesús Salvador Gil Benavides | 55,000 | 74,998 | 129,998 | | Travis Kelly | 55,000 | 74,998 | 129,998 | | Malcolm F. Moore | 74,437 | 74,998 | 149,435 | | James R. Meyer | 125,000 | 74,998 | 199,998 |
DIRECTOR COMPENSATION
____________ (1) Includes the following: annual retainer fees and committee chairmanship fees, (as defined below):
DIRECTOR COMPENSATION
| | Ms. Arnold ($) | Mr. Boehm ($) | Mr. De Nigris Felán ($) | Mr. Gehl ($) | Mr. Gil Benavides ($) | Mr. Kelly ($) | Mr. Moore ($) | Mr. Meyer ($) | | Retainer | 55,000 | 55,000 | 55,000 | 20,398 | 55,000 | 55,000 | 55,000 | 55,000 | | Chairmanship | 15,000 | 10,000 | — | 5,563 | — | — | 19,437 | 70,000 | | Total | 70,000 | 65,000 | 55,000 | 25,961 | 55,000 | 55,000 | 74,437 | 125,000 |
DIRECTOR COMPENSATION
(2) Represents the grant date fair value of restricted shares granted by the Company during 2025 computed in accordance with ASC Topic 718. Grant date fair value was determined by multiplying the number of restricted shares granted by the average of the high and low stock trading prices for the Company’s common stock as reported by Nasdaq on the grant date. (3) In March 2025, Mr. Gehl notified the Board of his decision to not stand for re-election as a Class II director and to retire from the Board. Mr. Gehl remained on the Board until the 2025 Annual Meeting when his term expired. The number of shares awarded to non-employee directors during 2025 and the aggregate unvested stock awards as of December 31, 2025 are as follows:
DIRECTOR COMPENSATION
| Director | Stock Awards During 2025 (#) | Aggregate Unvested Stock Awards (#) | | Elizabeth K. Arnold | 10,460 | 10,460 | | Rodger Boehm | 10,460 | 10,460 | | José De Nigris Felán | 10,460 | 10,460 | | William D. Gehl(1) | — | — | | Jesús Salvador Gil Benavides | 10,460 | 10,460 | | Travis D. Kelly | 10,460 | 10,460 | | Malcolm F. Moore | 10,460 | 10,460 | | James R. Meyer | 10,460 | 10,460 |
DIRECTOR COMPENSATION
(1) Mr. Gehl retired from the Board prior to the annual grant of director equity awards in 2025. We reimburse directors for expenses incurred in connection with attendance at Board or committee meetings. Our Board, at the recommendation of the Compensation Committee and after considering the analysis and recommendations of its independent compensation consultant, approved the Company’s non-executive director compensation policy (the “Director Compensation Policy”), which became effective May 22, 2022, and which was subsequently amended, effective May 1, 2024. Under the Director Compensation Policy, our non-employee directors receive an annual cash retainer payable to non-employee members of the Board of $55,000, and an annual equity grant of restricted shares valued at $75,000, with the award vesting fully on the earlier of (a) the first anniversary of the date of grant or (b) the next annual meeting of the Company’s stockholders following the date of grant. In addition, the Chair and members of each Board committee receive additional compensation as follows:
DIRECTOR COMPENSATION
| | Chair Retainer (annual) | | Audit | $15,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $10,000 |
DIRECTOR COMPENSATION
The Chairman of the Board receives an additional cash retainer of $70,000 per year and the Lead Independent Director receives an annual additional cash retainer of $15,000. The cash retainers are payable on a quarterly basis, in arrears, on the first day of each quarter. The Company does not provide any incentive-based non-equity compensation to directors and does not maintain a defined benefit or actuarial pension plan or a deferred compensation plan for directors. Stock Ownership Guidelines The Board requires that each non-executive director will maintain an amount of Company stock holdings at least equal in value to three times the amount of annual cash retainer paid to the non-executive director (not including any additional fees for service on a Board committee or as chair of a committee). The director may reduce the amount of stock holdings by the number of shares the director has applied directly to the payments of taxes on such awards. Company stock holdings that count towards meeting ownership requirements include: (a) shares owned outright or in trust, and (b) stock options, restricted shares or restricted share units, including options or shares granted but not vested. If a director consistently fails to comply with the stock ownership requirements, the Compensation Committee will take such actions as it deems appropriate, including, but not limited to, allocating an additional amount of the director’s annual compensation to the purchase of stock in accordance with the program or reducing future equity compensation awards. As of December 31, 2025, the stock ownership of each of our non-executive directors either (i) exceeded the Company’s minimum stock ownership requirements, or (ii) was in the transition period to comply with such guidelines.