DEF 14A of Gulfport Energy Corp, Apr 8, 2026

DEF 14A of Gulfport Energy Corp

Filed Apr 8, 2026 · FY20250001213900-26-041489

Open on EDGAR

  1. PROXY STATEMENT _____________________

    | CEO Pay Ratio Disclosure | 53 | | Pay Versus Performance | 54 | | 2025 Director Compensation | 56 | | Beneficial Ownership | 58 | | Holdings of Major Stockholders | 59 | | Certain Relationships and Review and Approval of Related Party Transactions | 60 | | Proposal to Ratify the Appointment of Our Independent Auditors | 61 | | Proposal to Approve, on an Advisory, Non-Binding Basis, the Compensation Paid to the Company’s Named Executive Officers | 62 | | Audit Committee Report | 63 | | About the Annual Meeting | 64 | | Availability of Form 10-K and Annual Report to Stockholders | 68 | | Householding | 69 | | Other Matters | 70 | | Solicitation by the Board of Directors | 71 | | Forward-looking Statements | 72 | | Submission of Future Stockholder Proposals | 73 |

  2. Vote Required and Board Voting Recommendation

    | Timothy Cutt | | | Age: 65 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. Since March 2026, he has led the Company’s Office of the Chairman. 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, on the board of the Audubon Institute, 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: 55 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 30 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: 52 Director since: May 2021 | BUSINESS EXPERIENCE: Mr. Martinez has had a 30-year energy industry career, nearly 25 years as an investment banker. Currently, Mr. Martinez serves as a Managing Director at Pickering Energy Partners, leading its Energy Transition and Infrastructure 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: 41 Director since: July 2023 | Business Experience: Ms. Powers is Head of Business Development at bpx, bp’s onshore US business based in Houston, TX since late 2025. She was previously Managing Director and Head of North America Traditional Energy at EIG’s Investment Firm. Prior to leading Upstream Investments 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: 46 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

    | Mary Shafer-Malicki | | | Age: 65 Director since: May 2023 Other Public Company Directorships Held in the Past Five Years: Ag Growth International (January 2024 – February 2026) Callon Petroleum (January 2022 – April 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 and Ag Growth International. In addition, Ms. Shafer-Malicki currently serves as a director at the University of Wyoming Foundation, as well as a member of industry advisory boards for the Chemical Engineering department at the University of Wyoming and the Dean of Engineering at 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. |

  6. 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 six 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.

  7. Directors

    | 20 2026 PROXY STATEMENT | |

  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

    | | 2026 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 2026 PROXY STATEMENT | |

  14. Committee Chairs

    | OFFICE OF THE CHAIRMAN |

  15. Committee Chairs

    On March 6, 2026, John Reinhart, President, Chief Executive Officer and Director of the Company notified the Board of Directors of his resignation as President, Chief Executive Officer and Director of the Company. Following the receipt of Mr. Reinhart’s notice, the Board retained an executive search firm to help identify qualified candidates for the Chief Executive Officer role. In the interim, an Office of the Chairman was established to lead the Company. The Office of the Chairman is led by Timothy Cutt, Chairman of the Board. Other members of the Office of the Chairman include Michael Hodges, Executive Vice President and Chief Financial Officer; Patrick Craine, Executive Vice President and Chief Legal and Administrative Officer; and Matthew Rucker, Executive Vice President and Chief Operating Officer.

  16. Committee Chairs

    | | 2026 PROXY STATEMENT 23 |

  17. Committee Chairs

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

  18. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Hodges Age: 47 | 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: 53 | 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 (“Chesapeake”) 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 an attorney 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: 40 | Executive Vice President, Chief Operating Officer since February 2025 Mr. Rucker joined Gulfport as the Senior Vice President of Operations in March 2023. On February 24, 2025, he was promoted to Executive Vice President and Chief Operating Officer. He joined Gulfport from Javelin Energy Partners where he previously served as Vice President, Production Operations starting in July 2022. 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. Mr. Rucker started his career at Chesapeake Energy Corporation from 2007 to 2016, serving in a variety of leadership and engineering roles in field operations, reservoir engineering, and planning. Mr. Rucker graduated with a Bachelor of Science degree in Petroleum Engineering from Marietta College and with a Master of Business Administration from Texas Christian University. He serves on the Boards of the Ohio Oil and Gas Association and the Petroleum Alliance of Oklahoma. |

  19. Committee Chairs

    | 24 2026 PROXY STATEMENT | |

  20. Committee Chairs

    | NAME | POSITIONS AND EXPERIENCE | | Michael Sluiter Age: 53 | Senior Vice President, Reservoir Engineering since December 2018 Mr. Sluiter joined Gulfport from Noble Energy, Inc., where he held various engineering and leadership positions from March 2007 to November 2018, including Permian Basin Unit Manager, Appalachian Reservoir Engineering Supervisor, and Business Development Engineering Advisor. Prior to Noble Energy, Mr. Sluiter worked for Santos Ltd., at the Australian headquarters in Adelaide and in Houston, primarily focused on petroleum engineering and planning functions. Mr. Sluiter began his career as a wireline field services engineer with Schlumberger Inc. and holds a Bachelor of Science degree in Chemical Engineering from the University of Sydney, Australia. |

  21. Committee Chairs

    | | 2026 PROXY STATEMENT 25 |

  22. Committee Chairs

    | Letter from the Compensation Committee |

  23. Committee Chairs

    Gulfport delivered another year of strong operational and financial performance in 2025, while strategically expanding our high-quality resource base and maintaining our commitment to returning capital to stockholders. The continued expansion of our inventory is driven by our targeted discretionary acreage acquisitions and further bolstered by our development efforts in the Ohio Marcellus and the successful execution of U-development on our Utica position, unlocking substantial value across our core assets. After accounting for adjusted free cash flow utilized for discretionary acreage acquisitions, the Company returned more than 100% of our adjusted free cash flow to stockholders through common stock repurchases during 2025, all while maintaining a solid financial position with financial leverage below one times at year-end. The investment community recognized the Company’s accomplishments, and Gulfport’s stock price increased more than 12% during the year, outperforming the 2025 compensation peer group average, which declined by approximately 14%. 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 97.63% of votes we received on our 2025 Say-On-Pay vote. Thank you for your confidence and investment in Gulfport Energy. Respectfully submitted by the Compensation Committee, Mary Shafer-Malicki, Chair Jason Martinez David Reganato Dated: April 8, 2026

  24. Committee Chairs

    | 26 2026 PROXY STATEMENT | |

  25. 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 former Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and the next three highest paid executive officers for 2025. These executive officers, known as our NEOs, are as follows:

  26. Committee Chairs

    | Michael Hodges | Executive Vice President, Chief Financial Officer | | Patrick Craine | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | | Matthew Rucker | Executive Vice President, Chief Operating Officer | | Michael Sluiter | Senior Vice President of Reservoir Engineering | | John Reinhart | Former President, Chief Executive Officer and Director |

  27. Committee Chairs

    | | 2026 PROXY STATEMENT 27 |

  28. Committee Chairs

    | Gulfport 2025 Business Performance Highlights |

  29. Committee Chairs

    During 2025, we had the following notable achievements:

  30. Compensation Committee Interlocks and Insider Participation

    | SUMMARY COMPENSATION TABLE |

  31. Compensation Committee Interlocks and Insider Participation

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael Hodges(4) | 2025 | $530,783 | $1,851,813 | $529,650 | $22,507 | $2,934,753 | | Executive Vice President and | 2024 | $508,662 | $2,268,144 | $772,500 | $24,547 | $3,573,853 | | Chief Financial Officer | 2023 | $345,106 | $1,806,095 | $800,250 | $21,440 | $2,972,891 | | Patrick Craine(5) | 2025 | $511,835 | $1,453,152 | $458,865 | $36,042 | $2,441,894 | | Executive Vice President and | 2024 | $496,837 | $1,757,822 | $675,000 | $23,271 | $2,952,930 | | Chief Legal and Administrative Officer | 2023 | $481,999 | $1,300,072 | $720,225 | $24,756 | $2,527,052 | | Matthew Rucker(6) | 2025 | $487,316 | $1,851,813 | $495,000 | $22,115 | $2,856,244 | | Executive Vice President and | 2024 | $429,425 | $1,701,140 | $561,000 | $22,828 | $2,714,393 | | Chief Operating Officer | 2023 | $309,938 | $1,170,045 | $482,625 | $3,746 | $1,966,354 | | Michael Sluiter(7) | 2025 | $426,840 | $1,018,656 | $319,275 | $30,175 | $1,794,946 | | Senior Vice President of | 2024 | $409,713 | $1,247,514 | $466,875 | $24,848 | $2,148,950 | | Reservoir Engineering | 2023 | $387,592 | $1,083,375 | $482,625 | $24,787 | $1,978,379 | | John Reinhart(8) | 2025 | $919,726 | $5,277,437 | $1,098,900 | $27,644 | $7,323,707 | | Former President and | 2024 | $875,687 | $6,464,014 | $1,620,000 | $28,657 | $8,988,358 | | Chief Executive Officer | 2023 | $706,133 | $3,236,509 | $1,554,300 | $25,267 | $5,522,209 |

  32. Compensation Committee Interlocks and Insider Participation

    | 2025 GRANTS OF PLAN-BASED AWARDS |

  33. Compensation Committee Interlocks and Insider Participation

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END |

  34. Compensation Committee Interlocks and Insider Participation

    | 2025 STOCK VESTED |

  35. 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 Hodges | | | | | | | Cash Severance Payments(3) | — | $1,605,000 | — | $2,675,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $2,458,858 | $2,458,858 | — | $2,458,858 | $2,458,858 | | Unvested PSUs | $4,444,926 | $4,444,926 | — | $6,419,403 | $6,419,403 | | COBRA Payments(5) | — | $24,049 | — | $36,755 | — | | Total | $6,903,783 | $8,532,833 | — | $11,590,016 | $8,878,261 | | Patrick Craine | | | | | | | Cash Severance Payments(3) | — | $1,442,000 | — | $2,420,500 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,871,078 | $1,871,078 | — | $1,871,078 | $1,871,078 | | Unvested PSUs | $3,527,972 | $3,527,972 | — | $5,058,109 | $5,058,109 | | COBRA Payments(5) | — | $24,049 | — | $36,755 | — | | Total | $5,399,050 | $6,865,102 | — | $9,386,519 | $6,929,187 | | Matthew Rucker | | | | | | | Cash Severance Payments(3) | — | $1,500,000 | — | $2,500,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $2,021,455 | $2,021,455 | — | $2,021,455 | $2,021,455 | | Unvested PSUs | $3,243,704 | $3,243,704 | — | $5,055,197 | $5,055,197 | | COBRA Payments(5) | — | $24,049 | — | $36,755 | — | | Total | $5,265,159 | $6,789,208 | — | $9,613,407 | $7,076,652 | | Michael Sluiter | | | | | | | Cash Severance Payments(3) | — | $1,075,000 | — | $1,827,500 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $1,390,413 | $1,390,413 | — | $1,390,413 | $1,390,413 | | Unvested PSUs | $2,814,987 | $2,814,987 | — | $3,901,060 | $3,901,060 | | COBRA Payments(5) | — | $24,196 | — | $36,975 | — | | Total | $4,205,400 | $5,304,596 | — | $7,155,949 | $5,291,474 |

  36. 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, Former CEO | | | | | | | Cash Severance Payments(3) | — | $3,145,000 | — | $7,215,000 | — | | Accelerated Vesting of Equity Awards:(4) | | | | | | | Unvested RSUs | $6,443,946 | $6,443,946 | — | $6,443,946 | $6,443,946 | | Unvested PSUs | $10,130,602 | $10,130,602 | — | $15,757,738 | $15,757,738 | | COBRA Payments(5) | — | $19,691 | — | $30,092 | — | | Total | $16,574,548 | $19,739,238 | — | $29,446,776 | $22,201,685 |

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

    | CEO Pay Ratio Disclosure |

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

    | 2025 DIRECTOR COMPENSATION |

  39. 2025 Director Compensation Table

    2025 Director Compensation Table The following table contains information with respect to 2025 compensation of our non-employee directors who served in such capacity during 2025.

  40. Board Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Total ($) | | Timothy Cutt | $12,127,326(3) | $150,000 | — | $12,277,326 | | David Wolf | $150,852 | $150,000 | — | $300,852 | | Jason Martinez | $128,049 | $150,000 | — | $278,049 | | Jeannie Powers | $118,049 | $150,000 | — | $268,049 | | David Reganato | $120,000 | $150,000 | — | $270,000 | | Mary Shafer-Malicki | $118,049 | $150,000 | — | $268,049 |