DEF 14A of Forum Energy Technologies, Inc., Mar 27, 2024

DEF 14A of Forum Energy Technologies, Inc.

Filed Mar 27, 2024 · FY20230001401257-24-000075

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The board of directors comprises eight members. These eight members are divided into three classes with three members in Class I, three members in Class II and two members in Class III. Mr. McShane, a Class III director, was last elected by stockholders at the 2021 Annual Meeting of Stockholders, and his term will expire at the 2024 annual meeting. Mr. Rowsey, also a Class III director, was appointed to the board of directors in November 2021, and his term will also expire at the 2024 annual meeting. He was appointed by the board of directors, which identified and recommended him as a director, in connection with its refreshment efforts. Messrs. Gaut and Raspino, each a Class I director, were last elected by stockholders at the 2022 Annual Meeting of Stockholders, and their term will expire at the annual meeting of stockholders to be held in 2025. Ms. Beyer, also a Class I director, was appointed to the board of directors in December 2023, and her term will expire at the annual meeting of stockholders to be held in 2025. Ms. Angelle and Messrs. Carrig and Lux, each a Class II director, were last elected by stockholders at the 2023 Annual Meeting of Stockholders, and their term will expire at the annual meeting of stockholders to be held in 2026. Our board of directors believes that the current number of directors is appropriate for the Company at this time, taking into consideration the Company’s size and the broad diversity of skill sets of our directors.

  2. Nominees for Election

    Nominees for Election The board of directors, upon the recommendation of the Nominating, Governance and Sustainability Committee (the “NG&S Committee”), has nominated for submission to the stockholders Messrs. McShane and Rowsey as Class III directors for a term of three years, each to serve until the annual meeting of stockholders in 2027 or until his successor is elected and qualified. If any of the nominees becomes unavailable for any reason, which is not anticipated, the board of directors, in its discretion, may designate a substitute nominee. If you have completed your proxy in favor of such unavailable nominee, your vote will be cast for the substitute nominee. Our board of directors has determined that Messrs. McShane and Rowsey are “independent” as that term is defined by the applicable NYSE listing standards.

  3. OUR DIRECTORS

    OUR DIRECTORS Set forth below are the names of, and certain information as of March 15, 2024 with respect to, the two nominees for election as Class III directors and the other current members of the board of directors.

  4. Nominees - Class III Directors

    Nominees - Class III Directors

  5. Class I Directors

    Class I Directors

  6. C. Christopher Gaut – Age: 67, Positions: Chairman of the Board

    C. Christopher Gaut – Age: 67, Positions: Chairman of the Board Mr. Gaut currently serves as non-executive Chairman of the Board. From February 2022 until December 2023, he served as Executive Chairman of the Board. Mr. Gaut previously served as our President and Chief Executive Officer from November 2018 until his retirement from those positions in February 2022, and as Chairman of the Board from December 2017. Prior to that, from May 2017 to December 2017, he served as Executive Chairman of the Board, and as Chief Executive Officer from May 2016 to May 2017. From August 2010 to May 2016, he served as President, Chief Executive Officer and Chairman of the Board, and as one of our directors since December 2006. He served as a consultant to SCF Partners from November 2009 to August 2010, and an industry advisor from May 2017 to November 2018. Mr. Gaut served at Halliburton Company, a leading diversified oilfield services company, as President of the Drilling and Evaluation Division and prior to that as Chief Financial Officer, from March 2003 through April 2009. From April 2009 through November 2009, Mr. Gaut was a private investor. Prior to joining Halliburton Company in 2003, Mr. Gaut was a Co-Chief Operating Officer of Ensco International, a provider of offshore contract drilling services. He also served as Ensco’s Chief Financial Officer from 1988 until 2003. Mr. Gaut is currently a member of the board of directors of EOG Resources, Inc., a public independent crude oil and natural gas company, and previously served as a director of Valaris plc, a provider of offshore contract drilling services, and Key Energy Services Inc., a well services provider. The board of directors selected Mr. Gaut because of his prior experience as our President and Chief Executive Officer; previous executive leadership roles with leading energy companies; operational and financial expertise in the oil and gas business; financial literacy and qualifications as an audit committee financial expert; knowledge of the demands and expectations of our customers; and service as a board member of other public companies.

  7. Louis A. Raspino, Jr. – Age: 71, Positions: Compensation and Human Capital Committee, Chairperson

    Louis A. Raspino, Jr. – Age: 71, Positions: Compensation and Human Capital Committee, Chairperson Mr. Raspino was elected as a FET director in January 2012 and currently serves as the Chairperson of the Compensation and Human Capital Committee. He also currently serves as a director, audit committee member, and compensation committee Chairperson of Tidewater Inc., a public owner and operator of offshore support vessels in the energy industry. In addition, he serves as a director and member of the compensation and audit committees of American Bureau of Shipping, a private company. He served as Chairman of Clarion Offshore Partners, LLC, a Blackstone affiliate, from October 2015 to October 2017. Mr. Raspino has been a private investor and consultant from June 2011 to the present. Mr. Raspino was named President, Chief Executive Officer and a director of Pride International, Inc., a contract drilling company, in June 2005 and served in that capacity until its acquisition by Ensco plc in May 2011. He joined Pride International in December 2003 as Executive Vice President and Chief Financial Officer. From July 2001 until December 2003, he served as Senior Vice President, Finance and Chief Financial Officer of Grant Prideco, Inc. From February 1999 until March 2001, he held various senior financial positions, including Vice President of Finance for Halliburton Company. From October 1997 until July 1998, he was a Senior Vice President at Burlington Resources, Inc. From 1978, until its merger with Burlington Resources in 1997, he held a variety of positions of increasing responsibility at Louisiana Land and Exploration Company, most recently as Senior Vice President, Finance and Administration and Chief Financial Officer. Mr. Raspino holds a certificate in cybersecurity. The board of directors selected Mr. Raspino because of his significant experience as an executive officer of other energy companies; service as a member of other public company boards of directors; operational, strategic and financial expertise in the oil and gas business; and financial literacy and qualifications as an audit committee financial expert. In addition, in connection with his service as a senior executive officer, Mr. Raspino oversaw the implementation of programs designed to ensure equality and to develop a culture of inclusiveness.

  8. Class II Directors

    Class II Directors

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation and Human Capital Committee periodically engages Meridian Compensation Partners, LLC (“Meridian”), its independent compensation consultant, to conduct a market-based director compensation study. In December 2022, the study prepared by Meridian indicated that total non-executive director compensation was positioned competitively with the applicable market median. After considering this and other factors, the Compensation and Human Capital Committee determined that it was appropriate not to recommend any changes to the level of non-employee director compensation for 2023. Accordingly, the 2023 non-employee director compensation program consisted of the following retainers:

  10. DIRECTOR COMPENSATION

    | | Retainer ($) | | Annual Retainer | 220,000 | | Lead Independent Director | 20,000 | | Committee Retainers: | | | Chairperson of the Audit Committee | 20,000 | | Other Members of the Audit Committee | 10,000 | | Chairperson of the Compensation and Human Capital Committee | 15,000 | | Other Members of the Compensation and Human Capital Committee | 7,500 | | Chairperson of the NG&S Committee | 10,000 | | Other Members of the NG&S Committee | 5,000 |

  11. DIRECTOR COMPENSATION

    As in recent years, in 2023, the board of directors continued to forego an annual stock award and instead receive the full amount of the above retainers as cash payments in order to minimize stockholder dilution; however, in connection with Ms. Breyer’s appointment on December 1, 2023, the board of directors approved a grant of restricted stock units, with an approximate value of $150,000, which vests in full on the first anniversary of the date of grant. For 2024, the board of directors has resumed its historical practice of providing $70,000 of the Annual Retainer in cash and $150,000 in the form of an award of restricted stock or restricted stock units, as elected by the director, in order to further align each director’s interests with those of our other stockholders. Such awards vest in full on the first anniversary of the date of grant, and directors receiving restricted stock units may elect to defer settlement of all or a portion of such awards through their separation from service or the earlier of their separation from service and an elected year of settlement. Effective January 1, 2024, Mr. Gaut retired as an executive officer of the Company. He will receive compensation consistent with that provided to the Company’s non-employee directors as well as an annual $100,000 fee for his services as non-executive Chairman and subsidized group health plan premium coverage. All of our directors remain subject to our Stock Ownership Requirements Policy, which requires them to hold at least $210,000 of the Company’s common stock or other eligible forms of beneficial ownership. As of December 31, 2023, all of our directors were in compliance with the Stock Ownership Requirements Policy or were within the five year grace period afforded by the policy for them to obtain compliance. Pursuant to the Stock Ownership Requirements Policy, if a director has satisfied the policy’s requirements on a prior determination date, a decrease in the applicable closing stock price following such date does not cause a director to be non-compliant with the policy. The board of directors evaluates each director's stock ownership levels on an annual basis and utilizes the prior year's average stock price for purposes of measuring the value of a director’s stock ownership under the Stock Ownership Requirements Policy. The following table provides information on FET’s compensation for non-executive directors in 2023. Messrs. Gaut and Lux did not receive any additional compensation for their service as directors in 2023.

  12. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Evelyn M. Angelle | 245,000 | — | 245,000 | | Leslie A. Beyer (2) | 18,750 | 150,010 | 168,760 | | John A. Carrig | 240,000 | — | 240,000 | | Michael McShane | 247,500 | — | 247,500 | | Louis A. Raspino, Jr. | 235,000 | — | 235,000 | | Dr. Emily Reichert, Ph.D. (3) | 168,750 | — | 168,750 | | Paul E. Rowsey III | 237,500 | — | 237,500 | | John Schmitz (4) | 57,500 | — | 57,500 |

  13. DIRECTOR COMPENSATION

    (1) The amounts in this column reflect the grant date fair value of restricted stock units, as determined in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of restricted stock units issued in 2023 was $22.47 per unit based on the closing price of a share of our common stock on the date of grant. For additional information, see Note 15 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, Ms. Angelle and Mr. Carrig held 3,834 and 4,248, respectively, vested but unsettled restricted stock units that are subject to deferred settlement (on the earlier of (i) 10 years following the date of grant or (ii) separation from service), and Ms. Beyer held 6,676 unvested restricted stock units. No other non-employee directors held outstanding restricted stock units or unvested shares of restricted stock as of December 31, 2023. (2) Ms. Beyer was appointed to the board of directors on December 1, 2023. (3) Dr. Reichert retired from the board of directors on November 2, 2023. (4) Mr. Schmitz retired from the board of directors on March 6, 2023.

  14. Transactions with our significant stockholders, directors and officers

    Transactions with our significant stockholders, directors and officers During 2022 and 2023, a subsidiary of FET sold and purchased products and equipment to and from Endurance Lift Holdings LLC (“Endurance Lift”). FET recognized revenue and made payments in an aggregate amount totaling approximately $0.8 million in 2022 and $2 million in 2023 from such sales and purchases. Mr. Schmitz is the Chief Executive Officer of Endurance Lift. These sales and purchases were made based on arms-length terms between the parties and represent less than 1% of the consolidated gross revenues for 2022 and 2023 for FET and less than 1% of Endurance Lift’s 2022 and 2023 consolidated gross revenues. Mr. Schmitz retired from our board of directors in March 2023. During 2022 and 2023, a subsidiary of FET sold equipment to Axis Energy Services, LLC (“Axis”). FET recognized revenue in an aggregate amount totaling approximately $0.5 million in 2022 and 2023. Mr. Schmitz is a member of the board of directors of Axis. These sales and purchases were made based on arms-length terms between the parties and represent less than 1% of the consolidated gross revenues for 2022 and 2023 for FET and Axis. On January 4, 2024 (the “Closing Date”), the Company consummated the acquisition (the “Variperm Acquisition”) of Variperm Holdings Ltd. (“Variperm”) for total consideration of approximately $150.0 million of cash and 2.0 million shares of the Company’s common stock (the “Shares”), subject to customary purchase price adjustments set forth in the related purchase agreement. As a result of the Variperm Acquisition, Variperm Energy Services Partnership (“Partnership”) and Slotting RemainCo Limited Partnership (“RemainCo” and, together with Partnership, the “Sellers”) each beneficially owned more than 5% of the Company’s outstanding common stock. Partnership received 1,034,343 shares of common stock and $45,746,368 in cash and RemainCo received 881,105 shares of common stock and $38,969,170 in cash in the Variperm Acquisition. To fund a portion of the purchase price, the Company entered into a $60.0 million Second Lien Seller Term Loan Credit Agreement (“Seller Term Loan”) with the Variperm shareholders, including the Sellers, and certain other lenders on the Closing Date. The Seller Term Loan matures in December 2026 and bears interest at the rate of (i) 11.0% per year for the period commencing on the Closing Date through the first anniversary of the Closing Date, (ii) 17.0% per annum for the period commencing on the first anniversary of the Closing Date through the second anniversary of the Closing Date and (iii) 17.5% per annum for the period commencing on the second anniversary of the Closing Date through the maturity date. In connection with the finalization of purchase price adjustments, the principal amount of the Seller Term Loan was reduced by approximately $0.3 million. In addition, the Company will make an interest payment on the Seller Term Loan in March 2024 equal to $1.6 million. On the Closing Date, the Company and the Sellers entered into an investor rights agreement providing for (i) a 180-day lock-up on transfers of the Shares after the Closing Date, subject to certain exceptions, (ii) customary registration rights under the Securities Act of 1933, as amended, (iii) a standstill and (iv) a voting agreement as to routine voting items at the 2024 annual meeting. The standstill and the voting agreement cease to apply to either Seller at the earlier of (a) the time such Seller beneficially owns less than 5.0% of the Company’s outstanding common stock or (b) two years from the Closing Date. Pursuant to the voting agreement, Partnership has agreed to vote its shares of Company common stock in accordance with the recommendations of our board of directors with respect to each of the items to be considered at the 2024 annual meeting. RemainCo no longer beneficially owns 5.0% of the Company’s common stock and is therefore no longer bound by the standstill or the voting agreement.

  15. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following table provides information regarding the compensation awarded to or earned by our named executive officers in the prior two fiscal years.

  16. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Neal A. Lux President and Chief Executive Officer | 2023 | 663,462 | — | 3,264,920 | 513,519 | 13,200 | 4,455,101 | | | 2022 | 564,461 | — | 1,703,239 | 1,291,584 | 12,200 | 3,571,484 | | D. Lyle Williams EVP and Chief Financial Officer | 2023 | 463,077 | — | 1,601,646 | 302,252 | 13,200 | 2,380,175 | | | 2022 | 416,385 | — | 946,264 | 1,131,829 | 12,200 | 2,506,678 | | John C. Ivascu EVP, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | 375,385 | — | 924,041 | 232,438 | 15,220 | 1,547,084 | | | 2022 | 346,000 | — | 615,072 | 1,243,665 | 12,200 | 2,216,937 |

  17. Summary Compensation Table for 2023

    (1)The amounts in this column reflects the grant date fair value of restricted stock units (“RSUs”), phantom units, and performance-based restricted stock units (“Performance RSUs”), as applicable, as determined in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of phantom stock units and RSUs granted in 2023 and 2022 was $31.70 and $18.94 per unit, respectively, based on the closing price of a share of our common stock on the applicable date of grant. The grant date fair value of Performance RSUs granted in 2023 ranged from $42.91 to $49.57 per unit, which was determined using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $31.70 ; (b) simulation term of 3 years; (c) volatility of 92.11%; (d) a dividend yield of 0.00%; and (e) a risk free investment rate of 4.26%. The grant date fair value of Performance RSUs granted in 2022 ranged from $16.13 to $17.66 per unit, which was determined using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $18.94; (b) a hurdle price of $23.68; (c) simulation term of 3 years; (d) volatility of 100.50%; (e) a dividend yield of 0.00%; and (f) a risk free investment rate of 1.67%. For additional information, see Note 15 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023. (2) The amounts in this column reflect: (i) for 2023 and 2022, the Executive Management Incentive Plan award payments that we made to each individual for service in the applicable fiscal year, which were paid during the first quarter of 2024 and 2023, respectively, and (ii) for 2022, the cash payment under each NEO’s three-year cash based performance award granted in 2020. (3) This column reflects Company matching contributions under the 401(k) Plan.

  18. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The table below sets forth awards that were granted under the Forum Energy Technologies, Inc. Amended and Restated 2016 Stock and Incentive Plan (the “2016 Plan”) and prior to the adoption thereof. Expiration dates are also shown for each individual award.

  19. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unxercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Neal A. Lux | | | | | 7,983(2) | 176,983 | 15,840(7) | 351,173 | | | | | | | 7,983(3) | 176,983 | 5,573(8) | 617,789 | | | | | | | 15,839(4) | 351,151 | | | | | | | | | 31,679(5) | 702,323 | | | | | | | | | 41,799(6) | 926,684 | | | | D. Lyle Williams | 758 | — | $373.60 | 2/21/2025 | 7,983(2) | 176,983 | 8,800(7) | 195,096 | | | 1,645 | — | $187.80 | 2/19/2026 | 7,983(3) | 176,983 | 2,734(8) | 303,064 | | | 707 | — | $402.00 | 2/20/2027 | 8,800(4) | 195,096 | | | | | 1,499 | — | $240.00 | 2/16/2028 | 17,600(5) | 390,192 | | | | | | | | | 20,500(6) | 454,596 | | | | John C. Ivascu | 355 | — | $278.40 | 8/27/2025 | 5,322(2) | 117,989 | 5,720(7) | 126,812 | | | | | | | 5,322(3) | 117,989 | 1,577(8) | 174,833 | | | | | | | 5,720(4) | 126,812 | | | | | | | | | 11,440(5) | 253,625 | | | | | | | | | 11,830(6) | 262,271 | | |

  20. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) Amounts in this column were calculated by assuming a market value of our common stock of $22.17 per share, the closing price of our common stock on December 29, 2023, the last trading day of 2023. (2) RSUs that vested on February 19, 2024. (3) Phantom stock units that vested and settled in cash on February 19, 2024. (4) Performance cash-settled phantom stock units granted on February 19, 2021 that vested on February 19, 2024 following achievement on March 21, 2023 of a minimum stock price threshold of $23.49 for total of 20 trading days during the period from February 19, 2023 through February 19, 2024. (5) RSUs that vest in two equal annual installments on February 18, 2024 and February 18, 2025. (6) RSUs that vest in three equal annual installments on February 17, 2024, February 17, 2025 and February 17, 2026. (7) Performance RSUs granted on February 18, 2022 that are expected to be settled on February 18, 2025, subject to achievement of a minimum stock price threshold of $23.68, which was 125% of the Company’s closing stock price on the grant date, for a total of 20 trading days during the period from February 18, 2024 through February 18, 2025. The Performance RSUs will be forfeited upon a termination of employment prior to vesting, except in limited circumstances. (8) Performance RSUs granted on February 17, 2023 that are eligible to become earned in two equal tranches following the conclusion of performance periods ending December 31, 2024 and December 31, 2025, in each case, subject to the Company's absolute and relative TSR achievement. The amount reflected herein is based on achievement at 20% of target (the lowest payout level above 0%), as required by SEC rules.

  21. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. The compensation actually paid does not reflect the actual amount of compensation earned by or paid during the applicable year. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation” above.

  22. Pay Versus Performance

    | Year | Summary Compensation Table Total for Mr. Gaut ($) | Compensation Actually Paid to Mr. Gaut(1) ($) | Summary Compensation Table Total for Mr. Lux ($) | Compensation Actually Paid to Mr. Lux(2) ($) | Average Summary Compensation Table for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) ($) | Net Income (Loss)(6) ($) | | 2023 | ―(7) | ―(7) | 4,455,101 | 2,361,907 | 1,963,630 | 1,103,499 | 186.30 | (18,876,000) | | 2022 (8) | 7,165,066 | 9,301,332 | 3,571,484 | 5,217,166 | 2,361,808 | 3,415,694 | 247.90 | 3,712,000 | | 2021 | 3,216,316 | 3,466,505 | ―(7) | ―(7) | 1,467,954 | 1,497,920 | 134.87 | (82,651,000) |

  23. Pay Versus Performance

    (1) Represents the amount of “compensation actually paid” to Mr. Gaut, as computed in accordance with SEC rules and does not reflect the actual amount of compensation earned by or paid during the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (2) Represents the amount of “compensation actually paid” to Mr. Lux, as computed in accordance with SEC rules and does not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  24. Pay Versus Performance

    | Mr. Lux | 2023 ($) | | Summary Compensation Table Total | 4,455,101 | | Less, value of Stock Awards reported in Summary Compensation Table | (3,264,920) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 1,538,482 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (445,315) | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 78,559 | | Compensation Actually Paid to Mr. Lux | 2,361,907 |

  25. Pay Versus Performance

    (3) Represents the average of the amounts reported for the NEOs as a group, excluding any NEO who served as Chief Executive Officer during any portion of the applicable year, in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating these amounts are (i) for 2023, Mr. Williams and Mr. Ivascu, (ii) for 2022, Mr. Williams and Mr. Ivascu and (iii) for 2021, Mr. Lux and Mr. Williams. (4) Represents the average amount of “compensation actually paid” to the NEOs as a group, as listed in footnote 3, as computed in accordance with SEC rules and does not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation determine the compensation actually paid for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  26. Pay Versus Performance

    | Average Non-PEO NEOs | 2023 ($) | | Average Summary Compensation Table Total | 1,963,630 | | Less, value of Stock Awards reported in Summary Compensation Table | (1,262,844) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 595,065 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (232,098) | | Plus (less), change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | 39,746 | | Average Compensation Actually Paid to Non-PEO NEOs | 1,103,499 |

  27. Pay Versus Performance

    (5) Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. (6) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (7) Mr. Gaut did not serve as a Chief Executive Officer during any portion of 2023 and was not an NEO for such year. For 2021, Mr. Lux is included as part of the “Non-PEO NEOs,” as he did not serve as Chief Executive Officer during any portion of 2021. (8) Amounts previously reported as the Summary Compensation Table Total and Compensation Actually Paid for 2022 in our 2022 proxy statement contained an inadvertent mathematical error, which has been corrected herein.

  28. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in “Executive Compensation” above, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The following charts set forth the relationship between compensation actually paid and the Company’s cumulative TSR and between compensation actually paid and the Company’s net income.