DEF 14A of Forum Energy Technologies, Inc., Mar 27, 2026

DEF 14A of Forum Energy Technologies, Inc.

Filed Mar 27, 2026 · FY20250001401257-26-000021

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS As of the date of this proxy statement, the board of directors comprises nine members. These nine members are divided into three classes with three members in Class I, three members in Class II and three members in Class III. 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 this annual meeting. Messrs. McShane and Rowsey, each a Class III director, were last elected by stockholders at the 2024 Annual Meeting of Stockholders, and their term will expire at the 2027 Annual Meeting of Stockholders. Mr. Marquez, also a Class III director, was appointed to the board of directors in June 2025, and his term will expire at the 2027 Annual Meeting. He was appointed by the board of directors, which identified and recommended him in connection with its refreshment and diversification efforts. Mr. Raspino, a Class I director, was elected by stockholders at the 2025 Annual Meeting of Stockholders, and his term will expire at the 2028 Annual Meeting. Mr. Smith, also a Class I director, was appointed to the board of directors in June 2025, and his term will expire at the 2028 Annual Meeting. He was appointed by the board of directors, which identified and recommended him in connection with its refreshment efforts. Ms. Beyer, also a Class I director, was appointed to the board of directors in January 2026, and her term will expire at the 2028 Annual Meeting. She was re-appointed by the board of directors, which identified and recommended her as a director, in connection with its refreshment efforts. There are no family relationships among any of our directors or executive officers. 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 Ms. Angelle and Messrs. Carrig and Lux as Class II directors for a term of three years, each to serve until the 2029 Annual Meeting of Stockholders or until his or her successor is elected and qualified. Pursuant to the Company’s Corporate Governance Guidelines, which provide that a director shall retire from the board of directors prior to the annual meeting immediately following his or her 75th birthday, Mr. Carrig is expected to retire from the Board prior to the 2027 Annual Meeting, subject to any extensions or waivers approved by a majority of the board of directors. If any of the nominees becomes unavailable for any reason before being elected and qualified, 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 affirmatively determined that Ms. Angelle and Mr. Carrig are each “independent” as that term is defined by the applicable NYSE listing standards. Mr. Lux is not independent given his position as our Chief Executive Officer.

  3. OUR DIRECTORS

    OUR DIRECTORS Set forth below are the names of, and certain information as of March 13, 2026 with respect to, the three nominees for election as Class II directors and the other current members of the board of directors serving in 2026. C. Christopher Gaut, who previously served as a Class I director, retired from the board of directors effective May 8, 2025.

  4. Nominees - Class II Directors

    Nominees - Class II Directors

  5. Class I Directors

    Class I Directors

  6. Class III Directors

    Class III Directors

  7. Aron H. Marquez – Age: 43, Positions: Compensation and Human Capital Committee, Member; Nominating, Governance and Sustainability Committee, Member

    Aron H. Marquez – Age: 43, Positions: Compensation and Human Capital Committee, Member; Nominating, Governance and Sustainability Committee, Member Mr. Marquez was appointed as a FET director in June 2025 and currently serves as a member of the Compensation & Human Capital Committee and Nominating, Governance and Sustainability Committee. He also currently serves as Executive Chairman of Wildcat Oil Tools, LLC, an international oil field services and technology company. Mr. Marquez founded Wildcat Oil Tools in 2012 and served as its Chief Executive Officer until becoming the company's Executive Chairman in January 2023. In 2009, Mr. Marquez founded St. Andrews Royalties LLC, an oil and gas royalty company, for which he serves as President. Prior to founding these companies, Mr. Marquez held various roles from 2004 to 2009 at Nabors Industries, including District Manager overseeing the company's well servicing operations in West Texas and New Mexico. In 2019, Mr. Marquez founded Flecha Azul Tequila LLC, a premium tequila company, and continues to be active in the company's management following its expansion through a joint venture with industry professionals in 2021. Mr. Marquez is also the co-founder of Free Rein Coffee Co., a premium coffee that is sold nationwide and expanding internationally. He serves on the the First Tee of West Texas board of directors. Mr. Marquez previously served on the Midland Community Hospital Advisors Board, and the board of directors of the Midland YMCA and the United Way of Odessa. Mr. Marquez holds a Bachelor of Arts in Organizational Leadership degree from the University of Oklahoma. The board of directors selected Mr. Marquez to serve as a director because of his senior executive level experience, particularly as Chief Executive Officer. In addition, his service as a member of other public company boards of directors; entrepreneurial mindset; and operations expertise make him well suited to serve as an FET director.

  8. 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 2025, 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 2025. Accordingly, the 2025 non-employee director compensation program consisted of the following retainers:

  9. DIRECTOR COMPENSATION

    | | Retainer ($) | | Annual Retainer | 70,000 | | Chairman of the Board Fee | 100,000 | | Lead Independent Director Fee | 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 |

  10. DIRECTOR COMPENSATION

    *For 2026, this retainer was increased to $12,000. For 2025, the board of directors provided $70,000 of the Annual Retainer in cash and $150,000 in the form of an award of restricted stock or restricted stock units (“RSUs”), as elected by the director, 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 RSUs 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. In accordance with non-employee director program, on March 5, 2025, each non-employee director then-serving (other than Mr. Gaut and Ms. Beyer) received a grant of 8,557 shares of restricted stock or 8,557 RSUs, and each of Messrs. Marquez and Smith received a grant of 3,855 shares of restricted stock following their appointments on June 13, 2025, reflecting a pro-rated equity grant of approximately $75,000. 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, 2025, all of our directors were in compliance with the Stock Ownership Requirements Policy or 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 2025. Mr. Lux does not receive any additional compensation for his service as director.

  11. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Evelyn M. Angelle | 95,000 | 150,004 | — | 245,004 | | Leslie A. Beyer (2) | 174,375 | — | — | 174,375 | | John A. Carrig | 90,000 | 150,004 | — | 240,004 | | C. Christopher Gaut (3) | 105,000 | — | 5,864 | 110,864 | | Aron H. Marquez (4) | 41,250 | 75,018 | — | 116,268 | | Michael McShane | 157,500 | 150,004 | — | 307,504 | | Louis A. Raspino, Jr. | 85,000 | 150,004 | — | 235,004 | | Paul E. Rowsey III | 87,500 | 150,004 | — | 237,504 | | Mark W. Smith (4) | 43,750 | 75,018 | — | 118,768 |

  12. DIRECTOR COMPENSATION

    (1) The amounts in this column reflect the grant date fair value of grants of restricted stock and RSUs, as determined in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of shares of restricted stock and RSUs issued in 2025 was $17.53 (for the awards granted on March 5, 2025) or $19.46 (for the awards granted on June 13, 2025) per unit based on the closing price of a share of our common stock on the date of grant. For additional information, see Note 14 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, (i) each of Ms. Angelle, Mr. McShane, Mr. Raspino and Mr. Rowsey held 8,557 shares of restricted stock; (ii) each of Mr. Marquez and Mr. Smith held 3,855 shares of restricted stock; (iii) Ms. Angelle held 1,600 vested but unsettled RSUs that are subject to deferred settlement (on the earlier of (A) 10 years following the date of grant or (B) separation from service; and, (iv) Mr. Carrig held 8,557 unvested RSUs and 11,889 vested but unsettled RSUs that are subject to deferred settlement. (2) On September 18, 2025, Ms. Beyer resigned as a director in connection with her confirmation as Assistant Secretary of the Interior for Lands and Minerals Management at the U.S. Department of the Interior. Ms. Beyer was reappointed as a director effective January 12, 2026 following her retirement from her federal government service. (3) Mr. Gaut retired as a director effective May 8, 2025. (4) Messrs. Marquez and Smith were appointed as directors effective June 13, 2025.

  13. Transactions with our significant stockholders, directors and officers

    Transactions with our significant stockholders, directors and officers 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 stockholders, including the Sellers, and certain other lenders on the Closing Date. In November 2024, the Company repaid in full the Seller Term Loan. The Seller Term Loan was to mature in December 2026 and interest was to accrue according to the following schedule: (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. 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 of Stockholders. 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. The Sellers no longer have obligations under the standstill and the voting provisions because they no longer hold the requisite number of shares of the Company's outstanding common stock. During 2024, 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 $3 million in 2024 from such sales and purchases. Mr. John Schmitz, a former member of FET's board of directors, is the Chairman and 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 FET. During 2024, a subsidiary of FET sold equipment to Axis Energy Services, LLC (“Axis”). FET recognized revenue in an aggregate amount totaling approximately $0.6 million in 2024. Mr. Schmitz is Chairman 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 FET.

  14. Compensation Highlights

    Compensation Highlights With respect to our 2025 compensation programs, the Compensation and Human Capital Committee generally maintained the structure of our 2024 compensation program and took several key actions impacting our NEOs, including the following: •Granted performance awards tied to our absolute and relative total stockholder return (“TSR”) and Free Cash Flow (“FCF”), which constituted 50% of each NEO’s target long-term incentive compensation opportunity for 2025; •Granted Performance RSUs that vest upon achievement of minimum stock price thresholds and continuous service; and •Established challenging 2025 performance objectives under our annual cash-based Executive Management Incentive Plan, which paid out at 144% of target based on the financial and safety performance noted above. 1 See Appendix A for a reconciliation of GAAP to non-GAAP financial measures.

  15. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 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 2025

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Neal A. Lux President and Chief Executive Officer | 2025 | 717,769 | 4,232,105 | 1,196,463 | 17,000 | 6,163,337 | | | 2024 | 696,154 | 3,334,693 | 1,013,879 | 17,250 | 5,061,976 | | D. Lyle Williams EVP and Chief Financial Officer | 2025 | 502,385 | 1,762,349 | 619,408 | 17,500 | 2,901,642 | | | 2024 | 485,231 | 1,491,250 | 546,079 | 17,250 | 2,539,810 | | John C. Ivascu EVP, General Counsel, Chief Compliance Officer and Corporate Secretary | 2025 | 398,490 | 1,079,218 | 473,304 | 17,000 | 1,968,012 | | | 2024 | 392,692 | 978,218 | 415,940 | 11,874 | 1,798,724 |

  17. Summary Compensation Table for 2025

    (1)The amounts in this column reflect the grant date fair value of time-based RSUs, and performance-based restricted stock units (“Performance RSUs”), as applicable, as determined in accordance with FASB Accounting Standards Codification Topic 718. The fair values of time-based RSUs granted in 2025 were $17.53 per unit; and $18.81 and $20.98 per unit granted in 2024, 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 2025 ranged from $13.90 to $24.32 per unit, which was determined as follows: (i) for the total stockholder return (“TSR”) Performance RSUs, using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $17.53; (b) simulation term of 3 years; (c) volatility of 45.69%; (d) a dividend yield of 0.00%; and (e) a risk free investment rate of 3.93%, (ii) for the free cash flow (“FCF”) Performance RSUs, based on the closing price of a share of our common stock on the applicable date of grant of $17.53, and (iii) for the stock price hurdle Performance RSUs, using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $17.53; (b) simulation term of 3 years; (c) volatility of 46.65%; (d) a dividend yield of 0.00%; and (e) a risk free investment rate of 3.93%. The grant date fair value of Performance RSUs granted in 2024 ranged from $16.53 to $22.46 per unit, which was determined using a Monte Carlo simulation including the following assumptions: (a) grant date stock price of $18.81; (b) simulation term of 3 years; (c) volatility of 48.06%; (d) a dividend yield of 0.00%; and (e) a risk free investment rate of 4.61%. For additional information, see Note 14 to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025. (2) The amounts in this column reflect the Executive Management Incentive Plan award payments that we made to each individual for service in 2025 and 2024, which were paid during the first quarter of 2026 and 2025, respectively. The amounts reflected herein for 2024 reflect immaterial increases from the amounts reported in our proxy statement for the 2025 annual meeting and a corresponding increase to each named executive officer’s total compensation. (3) This column reflects Company matching contributions under the 401(k) Plan.

  18. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 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”). Expiration dates are also shown for each individual award.

  19. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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 | | | | | 13,933(2) | 514,824 | 57,594(10) | 2,128,098 | | | | | | | 57,594(3) | 2,128,098 | 61,800(11) | 2,283,510 | | | | | | | 92,699(4) | 3,425,228 | 61,800(12) | 2,283,510 | | | | | | | 24,383(5) | 900,952 | | | | | | | | | 57,594(6) | 2,128,098 | | | | | | | | | 30,900(7) | 1,141,755 | | | | | | | | | 30,900(8) | 1,141,755 | | | | | | | | | 50,000(9) | 1,847,500 | | | | D. Lyle Williams | 1,645 | — | $187.80 | 2/19/2026 | 6,835(2) | 252,553 | 23,038(10) | 851,254 | | | 707 | — | $402.00 | 2/20/2027 | 23,038(3) | 851,254 | 24,720(11) | 913,404 | | | 1,499 | — | $240.00 | 2/16/2028 | 37,080(4) | 1,370,106 | 24,720(12) | 913,404 | | | | | | | 11,961(5) | 441,959 | | | | | | | | | 23,038(6) | 851,254 | | | | | | | | | 12,360(7) | 456,702 | | | | | | | | | 12,360(8) | 456,702 | | | | | | | | | 25,000(9) | 923,750 | | | | John C. Ivascu | | | | | 3,943(2) | 145,694 | 14,178(10) | 523,877 | | | | | | | 14,177(3) | 523,840 | 15,212(11) | 562,083 | | | | | | | 22,819(4) | 843,162 | 15,212(12) | 562,083 | | | | | | | 6,900(5) | 254,955 | | | | | | | | | 14,176(6) | 523,803 | | | | | | | | | 7,608(7) | 281,116 | | | | | | | | | 7,608(8) | 281,116 | | | | | | | | | 15,000(9) | 554,250 | | |

  20. Outstanding Equity Awards at 2025 Fiscal Year End

    (1) Amounts in this column were calculated by assuming a market value of our common stock of $36.95 per share, the closing price of our common stock on December 31, 2025. (2) Restricted stock units that vested on February 18, 2026. (3) Restricted stock units that vest in two equal annual installments on March 6, 2026, and March 6, 2027. (4) Restricted stock units that vest in three equal annual installments on March 5, 2026, March 5, 2027, and March 5, 2028. (5) Performance RSUs granted on February 17, 2023 that became earned at 175% of target based on the Company’s absolute and relative TSR achievement over a performance period that ended December 31, 2025. The Performance RSUs vested on February 12, 2026, the date of the Compensation and Human Capital Committee’s determination of such performance. (6) Performance RSUs granted on March 6, 2024 that became earned at 200% of target based on the Company’s absolute and relative TSR achievement over a performance period that ended December 31, 2025. The Performance RSUs vested on February 12, 2026, the date of the Compensation and Human Capital Committee’s determination of such performance. (7) Performance RSUs granted on March 5, 2025 that became earned at 200% of target based on the Company’s absolute and relative TSR achievement over a performance period that ended December 31, 2025. The Performance RSUs vested on February 12, 2026, the date of the Compensation and Human Capital Committee’s determination of such performance. (8) Performance RSUs granted on March 5, 2025 that became earned at 200% of target based on the Company’s free cash flow achievement over a performance period that ended December 31, 2025. The Performance RSUs vested on February 12, 2026, the date of the Compensation and Human Capital Committee’s determination of such performance. (9) Performance RSUs granted on March 5, 2025 that were eligible to become earned subject to achievement of a minimum stock price threshold of $21.91, 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 March 5, 2025 through March 5, 2028. The Performance RSUs were earned and will cliff vest on March 5, 2028. (10) Performance RSUs granted on March 6, 2024 that are eligible to become earned following the conclusion of performance period ending December 31, 2026, subject to the Company's absolute and relative TSR achievement. The amount reflected herein is based on achievement at 200% of target, as required by SEC rules. (11) Performance RSUs granted on March 5, 2025 that are eligible to become earned in two equal tranches following the conclusion of performance periods ending December 31, 2026 and December 31, 2027, in each case, subject to the Company's absolute and relative TSR achievement. The amount reflected herein is based on achievement at 200% of target, as required by SEC rules. (12) Performance RSUs granted on March 5, 2025 that are eligible to become earned in two equal tranches following the conclusion of performance periods ending December 31, 2026 and December 31, 2027, in each case, subject to the Company's free cash flow achievement. The amount reflected herein is based on achievement at 200% of target, 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. Lux ($) | Compensation Actually Paid to Mr. Lux(1) ($) | Average Summary Compensation Table for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) ($) | Net Income (Loss)(4) ($) | | 2025 | 6,163,337 | 18,669,856 | 2,434,827 | 6,672,527 | 125.25 | (9,660,000) | | 2024 | 5,061,976(5) | 2,799,371(5) | 2,169,267(5) | 1,199,064(5) | 52.51 | (135,326,000) | | 2023 | 4,455,101 | 2,361,907 | 1,963,630 | 1,103,499 | 75.15 | (18,876,000) |

  23. Pay Versus Performance

    (1) Represents the amount of “compensation actually paid” to Mr. Lux and the average “compensation actually paid” to the NEOs as a group (as listed in footnote 2 below), 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 2025. 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 ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 6,163,337 | 2,434,827 | | Less, value of Stock Awards reported in Summary Compensation Table | (4,232,105) | (1,420,784) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 10,805,682 | 3,633,242 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 5,508,756 | 1,848,725 | | 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 | 424,186 | 176,517 | | Less, prior year-end fair value of equity awards granted in prior years that failed to meet vesting conditions in the year | — | — | | 2025 Compensation Actually Paid | 18,669,856 | 6,672,527 |

  25. Pay Versus Performance

    (2) 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 Mr. Williams and Mr. Ivascu for each of 2023, 2024 and 2025. (3) 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, 2022. (4) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (5) Reflects an immaterial correction to the previously disclosed amounts for 2024 resulting from a mathematical error.

  26. 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.