DEF 14A of Global Water Resources, Inc., Mar 26, 2024

DEF 14A of Global Water Resources, Inc.

Filed Mar 26, 2024 · FY20230001434728-24-000095

Open on EDGAR

  1. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS At the Annual Meeting, stockholders will elect seven directors to serve on our Board of Directors until the next annual meeting of stockholders, or until their successors are elected and shall have qualified, subject to their earlier death, resignation, or removal as permitted by law. Directors will be elected by a plurality of the votes cast at the meeting by the holders of shares represented in person or by proxy. Thus, assuming a quorum is present, the seven persons receiving the greatest number of votes will be elected as directors. Our Board of Directors, acting through our Corporate Governance, Nominating, Environmental, and Health and Safety Committee, is responsible for nominating a slate of directors that collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board. The Corporate Governance, Nominating, Environmental, and Health and Safety Committee has recommended Ron L. Fleming, Richard M. Alexander, Debra G. Coy, Brett Huckelbridge, David Rousseau, Jonathan L. Levine, and Andrew M. Cohn as nominees for election at the Annual Meeting. All nominees are presently directors of the Company who were elected by stockholders at the Company's 2023 Annual Meeting of Stockholders. We believe that each of our nominees has professional experience in areas relevant to our strategy and operations. All of our nominees have managerial experience and are accustomed to dealing with complex problems. We also believe each of these nominees has other attributes necessary to create an effective Board, including high personal and professional ethics, the willingness to engage management and each other in a constructive and collaborative fashion, the ability to devote significant time to serve on our Board and its committees, and a commitment to representing the long-term interests of all our stockholders. In addition to these attributes, in each individual’s biography set forth below, we have highlighted specific experience, qualifications, and skills that led the Corporate Governance, Nominating, Environmental, and Health and Safety Committee and the Board of Directors to conclude that each individual should be nominated to serve as a director of the Company.

  2. PROPOSAL ONE – ELECTION OF DIRECTORS

    | Name | Age | Positions | | Ron L. Fleming | 44 | Chairman of the Board, President, and Chief Executive Officer | | Richard M. Alexander | 68 | Director and Lead Independent Director | | Andrew M. Cohn | 60 | Director | | Debra G. Coy | 66 | Director | | Brett Huckelbridge | 51 | Director | | Jonathan L. Levine | 60 | Director | | David Rousseau | 62 | Director |

  3. PROPOSAL ONE – ELECTION OF DIRECTORS

    Ron L. Fleming, age 44, has served as our President and Chief Executive Officer since May 2015 and has served as one of our directors since May 2016. Prior to such appointment, he served in various roles at the Company, including as Interim Chief Executive Officer, Chief Operating Officer, Vice President, and General Manager from 2007 to 2014, and as Senior Project Manager of Engineering and Construction from 2004 to 2006. Mr. Fleming joined the Company in 2004, crossing over from the construction industry where he worked for general contractors providing project management on numerous large-scale heavy civil infrastructure projects throughout Arizona. Mr. Fleming has over 20 years of related management and utility experience. He holds a bachelor's degree in Construction Management from the School of Engineering at Northern Arizona University, with an emphasis in Heavy Civil Engineering and a minor in Business Administration. Mr. Fleming is the Chairman of the Board of Directors of the Maricopa Economic Development Alliance, a Director of the Pinal Partnership, where he is the Board Liaison and co-founder of the organization’s Water Resources Committee, as well as Director of the National Association of Water Companies (NAWC) since January 2023. We believe Mr. Fleming’s history with the Company, industry leadership and operational experience make him well-qualified to serve as a member of our Board of Directors. Richard M. Alexander, age 68, has served as a director of the Company since December 2010. Mr. Alexander has been involved in the oil and gas industry for over 40 years. Mr. Alexander currently is a director of Pan Orient Energy and has previously served as a director for Parallel Energy Trust and Oryx Petroleum. Mr. Alexander served as the Interim President and Chief Executive Officer of Parallel Energy Trust from January 2012 to March 2013 and served as the President and Chief Executive Officer of Parallel Energy Trust from March 2013 to March 2016. Mr. Alexander was the President and Chief Operating Officer of AltaGas Ltd. and also held the positions of Executive Vice President, Chief Operating Officer, and Chief Financial Officer from 2006 to 2012. From 2003 to 2006, Mr. Alexander served as the Vice President, Finance and Chief Financial Officer of Niko Resources Ltd., and Vice President, Investor Relations and Communications of Husky Energy Inc. from 2001 to 2003. Mr. Alexander holds a Chartered Financial Analyst (CFA) and a Chartered Public Accountant (CPA) designation. He graduated from Ryerson University with a Bachelor of Business Management. In November 2015, Parallel Energy Trust filed an application for protection under the Companies’ Creditors Arrangement Act with the Alberta Court of Queen’s Bench in Calgary. Parallel Energy Trust’s wholly-owned U.S. based subsidiaries, Parallel Energy LP and Parallel Energy GP LLC, also filed for relief under chapter 11 of title 11 of the United States Code. Subject to judicial approval, the wholly-owned U.S. subsidiaries sold substantially all of their assets to Scout Energy Group II, LP as part of the bankruptcy process. We believe Mr. Alexander’s extensive financial and executive leadership experience make him well-qualified to serve as a member of our Board of Directors. Andrew M. Cohn, age 60, has served as a director of the Company since May 2021. Mr. Cohn is the Director of Real Estate for Levine Investments Limited Partnership and an active real estate investor based in Phoenix, Arizona. Mr. Cohn graduated with a degree in business from the University of Arizona. His talents have led him to various aspects of real estate, development, lending, corporate ownership, and utilities. Additionally, his many business pursuits have involved investment in numerous startup companies, while mentoring young entrepreneurs as they set up, fund, and run new companies. Mr. Cohn has had ownership and advisory roles in multiple companies. We believe Mr. Cohn's business acumen, advisory experience, and extensive knowledge of key economic drivers in our operating region make him well-qualified to serve as a member of our Board of Directors. Debra G. Coy, age 66, has served as a director of the Company since May 2018. Ms. Coy is a Principal of Svanda & Coy Consulting, providing strategic advisory services for water sector investors, corporations, and municipal utilities from a capital markets perspective. She is also an advisor to XPV Water Partners, the largest water-focused growth equity fund in North America, where she served as Partner from 2015 through 2019. Ms. Coy currently serves as a director of Aris Water Solutions (NYSE: ARIS), Axius Water (private), and Water for People (nonprofit). She was a director for Willdan Group (NASDAQ: WLDN) from 2018 to 2022, and director for AquaVenture Holdings (previously traded as NYSE: WAAS) from 2019 until the company was acquired in 2020. Previously, Ms. Coy worked on Wall Street as an equity research analyst for more than 20 years, developing a unique leadership franchise and expertise in covering the global water sector for investors. She was Managing Director leading coverage of the water sector for Janney Montgomery Scott’s Capital Markets group, and also held senior equity research roles with the Stanford Washington Research Group, Schwab Capital Markets, HSBC Securities, and National Westminster Bank. We believe Ms. Coy's industry expertise, business acumen, and board experience make her well-qualified to serve as a member of our Board of Directors. Brett Huckelbridge, age 51, has served as a director of the Company since May 2018. Mr. Huckelbridge is the Managing Member with Steel Canyon Capital, LLC, a registered investment advisory firm, located in Phoenix, Arizona. He has been with Steel Canyon Capital, LLC since 2006, with primary responsibilities being the founder and sole portfolio manager of private partnerships focused on investing concentrated portfolios in high quality companies that are undervalued in the public equity markets. From 2003 to 2006, he was the Vice President of ESL Investments and also served as the Vice President, Business Development at Sears Holding, a portfolio company of ESL Investments. From 2000 to 2003, he was a Managing Member of Sonoran Capital, LLC, working on private and public equity investment opportunities primarily in media and communications industries. From 1997 to 2000, he was the Director, Acquisitions & Strategic Planning, for Outdoor Systems, Inc., in charge of mergers and acquisitions, corporate finance, budgeting, investor relations and special projects. We believe Mr. Huckelbridge's experience in mergers and acquisitions, investment knowledge, and financial background make him well-qualified to serve as a member of our Board of Directors. Jonathan L. Levine, age 60, has served as a director of the Company since May 2021. Mr. Levine has had a 33 year career in the outdoor advertising business and is a real estate investor. Mr. Levine has served as the President of Keim Inc., the general partner of Levine Investments Limited Partnership, since 2005. From 1989 to 1995, Mr. Levine worked at Outdoor Systems Advertising in real estate development and sales. In 1996, Mr. Levine co-founded American Outdoor Advertising, an outdoor advertising company which owns and operates billboards in Arizona, California, and Nevada. In 2016, Mr. Levine became a co-owner of Pacific Outdoor Advertising which was formed to purchase the Portland, Oregon outdoor advertising assets from Clear Channel Outdoor. Mr. Levine attended the University of Texas from 1981 to 1984. We believe Mr. Levine's business acumen and experience, coupled with extensive knowledge of key economic drivers in our operating region make him well-qualified to serve as a member of our Board of Directors.

  4. PROPOSAL ONE – ELECTION OF DIRECTORS

    David Rousseau, age 62, has served as a director of the Company since February 2019. Mr. Rousseau is the president of Salt River Project (SRP), a community-based, not-for-profit company providing water and electric power to more than 2 million people in Central Arizona. SRP is the largest provider of electricity in the greater Phoenix metropolitan area as well as the area’s largest supplier of wholesale water, delivering about 800,000 acre-feet annually to municipal, urban and agricultural water users. Mr. Rousseau has served as the president since 2010. Previously, Mr. Rousseau served on the SRP Council and board of directors for 20 years. Mr. Rousseau began his career as co-founder of Rousseau Farming Company, which grew to more than 10,000 acres and became one of the largest produce suppliers in Central Arizona. Mr. Rousseau serves on the boards of the Banner Health Foundation, The Nature Conservancy, and the Phoenix Art Museum. He is also involved with the Greater Phoenix Economic Council, Partnership for Economic Innovation and Arizona Super Bowl Host Committee. He holds a degree in agricultural business from the University of Arizona, along with an executive Master of Business Administration from University of Southern California. We believe Mr. Rousseau's industry expertise, business acumen, and board experience make him well-qualified to serve as a member of our Board of Directors. The Company knows of no reason why any of the nominees for director would be unable to serve. In the event, however, that any nominee named should, prior to the election, become unable to serve as a director, your proxy (unless designated to the contrary) will be voted for such other person or persons as the Board of Directors may recommend. Our Board of Directors recommends that you vote “FOR” the election of each director nominee.

  5. Compensation of Directors

    Compensation of Directors

  6. Summary of Director Compensation Program

    Summary of Director Compensation Program Historically, directors have been entitled to compensation for their services as members of the Board of Directors of the Company. For 2023, the compensation arrangements for the non-employee directors of the Company are summarized below.

  7. Summary of Director Compensation Program

    | Component | Amount ($) | Payment Method (1) | | Annual Retainer | 51,500 per year | 50% RSUs/50% cash | | Audit and Risk Committee Chair Fee | 12,875 per year | 50% RSUs/50% cash | | Committee Membership Retainer | 12,360 per year | 50% RSUs/50% cash | | Lead Independent Director Fee | 9,875 per year | 50% RSUs/50% cash | | Other Board or Committee Chair Fee | 7,725 per year | 50% RSUs/50% cash | | Meeting Attendance Fee (Board and Committee) | 1,288 per meeting in person/ 1,030 per meeting by telephone | 50% RSUs/50% cash |

  8. Summary of Director Compensation Program

    (1)Directors received one-half of their compensation in cash and one-half in the form of restricted stock units ("RSUs") under the 2020 Omnibus Incentive Plan. However, if a director held a minimum of three (3) times the value of the annual retainer in the form of common shares and/or restricted units, he/she could have elected to receive all or a portion of his or her compensation in cash. The RSUs awarded to non-employee directors are discussed in more detail below. In April 2023, the Compensation Committee consulted with FW Cook, its independent compensation consultant, in making decisions about director compensation, including evaluating the Company’s director compensation program and determining what is appropriate for the Company’s director compensation program going forward. Following the recommendation of the Compensation Committee, the Board approved the following compensation arrangements for the non-employee directors of the Company for 2024:

  9. Summary of Director Compensation Program

    | Component | Amount ($) | Payment Method (1) | | Annual Retainer | 57,000 per year | 50% stock/50% cash | | Lead Independent Director Fee | 9,500 per year | 50% stock/50% cash | | Audit and Risk Committee Chair Fee | 14,000 per year | 50% stock/50% cash | | Compensation Committee Chair Fee | 8,750 per year | 50% stock/50% cash | | Corporate Governance, Nominating, Environmental, and Health and Safety Committee Chair Fee | 8,750 per year | 50% stock/50% cash | | Audit Committee Membership Retainer | 9,000 per year | 50% stock/50% cash | | Compensation Committee Membership Retainer | 8,750 per year | 50% stock/50% cash | | Corporate Governance, Nominating, Environmental, and Health and Safety Committee Membership Retainer | 8,000 per year | 50% stock/50% cash | | Meeting Attendance Fee (Board and Committee) | 1,288 per meeting in person/ 1,030 per meeting by telephone | 50% stock/50% cash |

  10. Summary of Director Compensation Program

    (1)Directors receive one-half of their compensation in cash and one-half in the form of stock to be granted under the 2020 Incentive Plan, provided the Company obtains stockholder approval at the Annual Meeting for the amendment to the 2020 Incentive Plan to increase the total number of authorized shares of the Company’s common stock available for grant thereunder, as further described under “Proposal Four—Approval of the First Amendment to the Global Water Resources, Inc. 2020 Omnibus Incentive Plan.” If the Company does not obtain such approval, the directors are not eligible for the stock grants set forth above and instead will receive the amount of compensation set forth above all in cash. Each non-employee director is required to own a minimum of three (3) times the value of the non-employee director’s annual retainer in the form of common shares and/or restricted units. If a non-employee director's ownership is less than the required threshold, cash payments cannot exceed 50% of the director's compensation until such time the director's ownership meets or exceeds the required threshold. The directors of the Company are also reimbursed for out-of-pocket expenses incurred for attending board and committee meetings. The directors of the Company that were entitled to compensation in 2023 were Messrs. J. Levine, Alexander, Cohn, Huckelbridge and Rousseau and Ms. Coy. Mr. Fleming is not compensated for his role as Chairman of the Board. The RSUs awarded to non-employee directors are units whose value tracks the performance of the Company’s common shares and give rise to a right to receive a cash payment, the value of which, on a particular date, will be the market value of the equivalent number of the Company’s common shares at that date. Holders of such RSUs are credited with dividend equivalents when and if dividends are paid on the common shares using the market value of the Company’s common shares on the trading day immediately prior to the dividend record date. RSUs granted to directors are fully vested upon the grant date. In order to align their interests with the interest of shareholders, a director is only permitted to redeem his/her RSUs upon ceasing to be a director of the Company. The Board of Directors of the Company believes that this feature of the RSUs, as well as the granting of stock awards to directors effective in 2024 and described above, will result in directors taking a long-term view of stockholder value. Accordingly, the Board believes that the issuance of stock awards (and RSUs previously) as a core component of the directors’ compensation strengthens the alignment of interests between the directors and the stockholders by linking their holdings and a portion of their annual retainer to the future value of the Company’s common shares.

  11. Director Compensation Table

    Director Compensation Table The table below sets forth information concerning compensation of the Company’s non-employee directors in 2023.

  12. Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Richard M. Alexander | 105,150 | — | 5,360 | 110,510 | | Andrew M. Cohn | 56,135 | — | 474 | 56,609 | | Debra G. Coy | 81,372 | — | 695 | 82,067 | | Brett Huckelbridge | 36,824 | 36,824 | 4,181 | 77,829 | | Jonathan L. Levine | 56,135 | — | — | 56,135 | | David Rousseau | 39,141 | 36,824 | 3,848 | 79,813 |

  13. Director Compensation Table

    (1)As permitted by the terms of the Company’s director compensation program for 2023, each director holding at least three (3) times the value of the annual retainer in the form of the Company’s common shares had the option to elect to receive all or a portion of his or her compensation in cash. Mr. Alexander, Mr. Cohn, Ms. Coy, and Mr. Levine have elected to receive 100% of their compensation in cash. (2)Represents the aggregate grant date fair value of RSUs awarded in 2023 in accordance with ASC 718 "Compensation-Stock Compensation." The value of the RSUs presented above was calculated as the common share price on NASDAQ on the date the related RSUs were awarded, multiplied by the number of RSUs awarded. RSUs are fully vested upon issuance. For more information regarding the Company’s accounting treatment of the stock-based compensation, refer to Note 13, Deferred Compensation Awards, in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024. (3)Represents any dividends earned on RSUs and deferred phantom units ("DPUs") held by the director. Prior to the effective date of the 2020 Incentive Plan on May 7, 2020, directors received DPUs instead of RSUs as part of their director compensation.

  14. EQUITY COMPENSATION PLAN INFORMATION

    EQUITY COMPENSATION PLAN INFORMATION The following table sets out the number of shares of common stock to be issued upon exercise of outstanding options, the weighted-average exercise price of outstanding options, and the number of securities available for future issuance under equity compensation plans as of December 31, 2023.

  15. EQUITY COMPENSATION PLAN INFORMATION

    | | (a) | (b) | (c) | | Plan category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders | 159,763 | $11.26 | 149,341 | | Equity compensation plans not approved by security holders(1) | 266,121 | $9.40 | — | | Total | 425,884 | $10.10 | 149,341 |

  16. EQUITY COMPENSATION PLAN INFORMATION

    (1)266,121 of the outstanding options were awarded under the Global Water Resources, Inc. Stock Option Plan (the "Stock Option Plan"). The Stock Option Plan was assumed by the Company in connection with the merger of GWR Global Water Resources Corp. ("GWRC") with and into the Company. The Stock Option Plan was previously approved by GWRC’s shareholders at the 2012 GWRC annual and special meeting. The Stock Option Plan authorized 875,461 stock options, of which 266,121 remain outstanding as of the record date, March 14, 2024. For more information regarding the Company’s outstanding stock options, refer to Note 13, Deferred Compensation Awards, in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation paid or payable from the Company in respect of each of the NEOs for services rendered during the fiscal years ended December 31, 2023 and 2022.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Ron L. Fleming | 2023 | 350,000 | — | 175,000 | 175,000 | 18,727 | 718,727 | | Chairman, President, and Chief Executive Officer | 2022 | 350,000 | — | 592,600 | 175,000 | 18,350 | 1,135,950 | | Michael J. Liebman | 2023 | 280,000 | — | 112,000 | 112,000 | 13,625 | 517,625 | | Chief Financial Officer and Corporate Secretary | 2022 | 280,000 | — | 460,000 | 112,000 | 16,012 | 868,012 | | Christopher D. Krygier | 2023 | 250,000(5) | — | 56,250 | 56,250 | 14,239 | 376,739 | | Chief Operating Officer | 2022 | 233,231(4) | — | 325,046 | 46,646 | 10,690 | 615,613 |

  19. Summary Compensation Table

    (1)Represents the aggregate grant date fair value of awards of (i) cash-settled RSUs under our 2023 and 2022 Incentive Programs; and (ii) restricted stock granted in 2022 pursuant to the respective employment agreements of our NEOs, in each case, calculated in accordance with ASC 718, "Compensation-Stock Compensation." The RSUs that were awarded pursuant to our 2023 Incentive Program (shown as compensation for 2023 in the table above) were issued during the first quarter of 2024 upon determination of achievement of the predetermined performance criteria, which were approved during the third quarter of 2023. The RSUs that were awarded pursuant to our 2022 Incentive Program (shown as compensation for 2022 in the table above) were issued during the first quarter of 2023 upon determination of achievement of the predetermined performance criteria, which were approved during the third quarter of 2022. The RSUs vest ratably over 12 consecutive quarters beginning from the date of grant. The RSUs do not have a set expiration date. The value of such awards represents the grant date fair value of the expected cash payment of such RSUs using the price of the Company’s common shares on the date the awards were granted and achievement of the performance goals set forth in the applicable incentive program. For more information regarding our incentive programs, see below under the heading “Annual Incentive Awards.” For GAAP accounting purposes, cash-settled RSUs are accounted for as liability compensatory awards under ASC 710, “Compensation—General.” The shares of restricted stock were granted to our NEOs in the second quarter of 2022 and vest over a three-year period, with 1/3 vesting in May 2023, 1/3 vesting in May 2024, and 1/3 vesting in May 2025. The value of such awards represents the grant date fair value based on the closing stock price on the grant date and in accordance with ASC 718, "Compensation-Stock Compensation." For more information regarding the Company’s accounting treatment of stock-based compensation, refer to Note 13, Deferred Compensation Awards, in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024. (2)Represents amounts earned and payable in cash to our NEOs pursuant to our 2023 and 2022 Incentive Programs, as applicable. For more information regarding our incentive programs, see below under the heading “Annual Incentive Awards.” (3)Represents matching contributions to our 401(k) plan and any dividends earned and paid on RSUs and phantom stock units ("PSUs") held by the NEO. (4)Beginning May 2022, Mr. Krygier’s annual base salary increased from $220,000 to $240,000 for fiscal year 2022. (5)Beginning February 6, 2023, Mr. Krygier's annual base salary increased from $240,000 to $250,000 for fiscal year 2023.

  20. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards at December 31, 2023 for each of our NEOs:

  21. 2023 Outstanding Equity Awards at 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 ($) | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of that have not vested ($) (1) | | Ron L. Fleming | 88,796(2) | — | 9.40 | 8/10/2027 | | | | | 30,000(3) | — | 11.26 | 8/13/2029 | | | | | | | | | 13,379(4) | 175,000 | | | | | | | 9,884(5) | 129,276 | | | | | | | 20,000(6) | 261,600 | | | | | | | 4,264(7) | 55,775 | | | | | | | 1,113(8) | 14,561 | | Michael J. Liebman | 73,000(2) | — | 9.40 | 8/10/2027 | | | | | 25,000(3) | — | 11.26 | 8/13/2029 | | | | | | | | | 8,563(4) | 112,000 | | | | | | | 6,326(5) | 82,738 | | | | | | | 16,667(6) | 218,004 | | | | | | | 2,729(7) | 35,698 | | | | | | | 713(8) | 9,320 | | Christopher D. Krygier | — | — | — | — | 4,284(4) | 56,035 | | | | | | | 2,635(5) | 34,463 | | | | | | | 13,333(6) | 174,396 | | | | | | | 902(7) | 11,799 | | | | | | | 112(8) | 1,469 |

  22. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1)Represents the value based upon the number of shares awarded multiplied by the closing price on December 29, 2023 (the last trading day of fiscal 2023) of $13.08 per share. (2)Represents stock options granted on August 10, 2017. The stock options vested in four equal annual installments on August 10, 2018, August 10, 2019, August 10, 2020, and August 10, 2021. The options give the holder the right to purchase the Company's common stock for $9.40 per share. (3)Represents stock options granted on August 13, 2019. The stock options vested in four equal annual installments on August 13, 2020, August 13, 2021, August 13, 2022, and August 13, 2023. The options give the holder the right to purchase the Company's common stock for $11.26 per share. (4)Represents 13,379, 8,563, and 4,284 RSUs granted on March 31, 2024 to Mr. Fleming, Mr., Liebman, and Mr. Krygier, respectively, pursuant to our 2023 Incentive Program based on performance goals achieved as of December 31, 2023. The RSUs vest ratably over 12 consecutive quarters from the beginning of the grant date. These RSUs were earned for performance in fiscal year 2023 and are presented in this table as if they were outstanding on December 31, 2023. (5)Represents 13,178, 8,434, and 3,513 RSUs granted on March 31, 2023 to Mr. Fleming, Mr., Liebman, and Mr. Krygier, respectively, pursuant to our 2022 Incentive Program based on performance goals achieved as of December 31, 2022. The RSUs vest ratably over 12 consecutive quarters from the beginning of the grant date. (6)Represents 30,000, 25,000, and 20,000 shares of restricted stock granted on May 8, 2022 to Mr. Fleming, Mr. Liebman, and Mr. Krygier, respectively, pursuant to their respective Employment Agreement. The restricted stock vests over a three-year period, with 1/3 vesting in May 2023, 1/3 vesting in May 2024, and 1/3 vesting in May 2025. (7)Represents 10,234, 6,550, and 2,275 RSUs granted on March 31, 2022 to Mr. Fleming, Mr. Liebman, and Mr. Krygier, respectively, pursuant to our 2021 Incentive Program based on performance goals achieved as of December 31, 2021. The RSUs vest ratably over 12 consecutive quarters beginning from the date of grant. (8)Represents 13,359, 8,550, and 1,348 PSUs granted on March 31, 2021 to Mr. Fleming, Mr. Liebman, and Mr. Krygier, respectively, pursuant to our 2020 Incentive Program based on performance goals achieved as of December 31, 2020. The PSUs vest ratably over 12 consecutive quarters beginning from the date of grant.

  23. Pay Versus Performance

    Pay Versus Performance

  24. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1)(2) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(5) ($) | Net Income ($) (in thousands) | | 2023 | 718,727 | 669,484 | 447,182 | 418,311 | 91.60 | 7,982 | | 2022 | 1,135,950 | 914,672 | 741,812 | 581,580 | 92.67 | 5,506 | | 2021 | 723,414 | 1,002,202 | 414,633 | 615,852 | 118.96 | 3,609 |

  25. Pay Versus Performance

    (1)In 2023, 2022, and 2021, Ron L. Fleming was the Principal Executive Officer ("PEO") and the remaining NEOs consisted of Michael J. Liebman, Chief Financial Officer, and Christopher D. Krygier, Chief Operating Officer (formerly Chief Strategy Officer). (2)Reported pay based on total compensation reported in the Summary Compensation Table. Reported pay for 2023, 2022, and 2021 includes the grant date fair value of stock awards calculated in accordance with ASC 718, "Compensation-Stock Compensation." (3)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fleming's total compensation for each year to determine the "compensation actually paid":

  26. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Average Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 718,727 | (175,000) | 125,757 | 669,484 | | 2022 | 1,135,950 | (592,600) | 371,322 | 914,672 | | 2021 | 723,414 | (175,000) | 453,788 | 1,002,202 |

  27. Pay Versus Performance

    a.Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  28. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 175,000 | (6,439) | — | (42,804) | — | — | 125,757 | | 2022 | 592,600 | (81,971) | — | (139,307) | — | — | 371,322 | | 2021 | 175,000 | 141,257 | — | 137,531 | — | — | 453,788 |

  29. Pay Versus Performance

    (4)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the average “compensation actually paid” to the NEOs as a group (excluding our PEO), using the same methodology described above in footnote (3).

  30. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less: Reported Value of Equity Awards(a) ($) | Average Equity Award Adjustments(b) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 447,182 | (84,125) | 47,571 | 410,628 | | 2022 | 741,812 | (392,523) | 232,291 | 581,580 | | 2021 | 414,633 | (74,510) | 275,729 | 615,852 |

  31. Pay Versus Performance

    a.Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. b.The amounts deducted or added in calculating the equity award adjustments are as follows:

  32. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Applicable Year and Unvested at Year End ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Applicable Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Applicable Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Applicable Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 84,125 | (7,683) | — | (28,871) | — | — | 47,571 | | 2022 | 386,123 | (68,656) | — | (85,176) | — | — | 232,291 | | 2021 | 74,511 | 89,815 | — | 111,403 | — | — | 275,729 |

  33. Pay Versus Performance

    (5)Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. Relationship Between Compensation Actually Paid and Performance