DEF 14A of Plumas Bancorp
Filed Apr 4, 2024 · FY20230001437749-24-011007
Outlook and Future Growth
| Executive Compensation | 33 | | Compensation of Executives | 34 | | Non-Equity Incentive Plan | 35 | | Pay Versus Performance | 37 | | Equity Compensation | 38 | | Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control | 39 | | Perquisites | 42 | | Outstanding Equity Awards as of December 31, 2023 | 42 | | Ratification Of Appointment Of Independent Registered Public Accounting Firm | 43 | | Change in Independent Auditors | 44 | | Fees Paid to Independent Auditors | 45 | | Audit & Risk Committee Report | 46 | | Shareholder Proposals and Nominations | 47 | | Other Matters | 49 | | Available Information | 50 |
Directors
Directors The Board has nominated each of the persons listed below for election as directors at the Meeting to serve until the 2025 Annual Meeting of Shareholders and until their successors are elected. The proxy holders will vote shares represented by proxies in such a manner as to elect all nine nominees. The nine nominees receiving the most votes will be elected directors. In the event that any of the nominees should be unable to serve as a director, the proxies will be voted for the election of a substitute nominee, if any, as shall be designated by the Board. The Board has no reason to believe that any of the nominees named below will be unable to serve if elected, except that Mr. Reeson will reach the mandatory retirement age in 2024 and be required to retire by the end of 2024 in accordance with our Bylaws. Additional nominations for directors may only be made by complying with the nomination procedures set forth in the Company’s Bylaws. See “Shareholder Proposals - Nomination of Director Candidates.” The following table sets forth the names of, and certain information concerning, the persons to be nominated by the Board for election as directors of the Company. Each of the nominees is currently a director of the Company and the Company’s subsidiary, Plumas Bank (the “Bank”).
Directors
| Name and Title Other than Director | Age | Year First Appointed Director | Principal Occupation During the Past Five Years | | Daniel E. West Chairman of the Board | 70 | 1997 | President, Graeagle Land & Water Co., a land management company. President, Graeagle Water Co., a private water utility, Graeagle, CA. Member, Graeagle Timber Co. | | Robert J. McClintock Vice Chairman of the Board | 66 | 2008 | Certified Public Accountant, former co-owner of McClintock Accountancy Corporation, Tahoe City, CA. Co-owner 305 West Lake Blvd, LLC. | | Michonne R. Ascuaga Secretary of the Board | 62 | 2019 | Retired | | Steven M. Coldani | 70 | 2013 | President, Owner/Broker, Coldani Realty Inc. and co-owner of Graeagle Associates Realtors; a managing member of Coldani Farming, LLC, a diversified farming company, and Coldani Olive Ranch, LLC, Lodi, CA. | | Heidi S. Gansert | 60 | 2019 | Nevada state senator. Former Executive Director of External Relations at University of Nevada, Reno. | | Richard F. Kenny | 75 | 2017 | Retired | | Sushil A. Patel | 46 | 2024 | Owner, Laxmi Hotels, LLC, Mountain West Builders, LLC, Sharlands Hospitality, LLC, Corporate Pointe Hospitality, LLC, SLT Hospitality OZ Fund, LLC, SP OZ Fund, LLC, Laxmi Holdings, LLC, and Laxmi Reno, LLC. | | Terrance J. Reeson | 79 | 1984 | Retired | | Andrew J. Ryback | 58 | 2016 | President and CEO of Plumas Bancorp and Plumas Bank |
Directors
The following provides a brief description of the business experience of each nominee and the experience and qualifications that the Corporate Governance & Compensation Committee considered in nominating them to serve as directors. Unless otherwise specified, each nominee has held his or her current position of employment or has been retired for at least five years. None of the nominees were selected pursuant to any arrangement or understanding other than with the directors and executive officers of the Company acting within their capacities as such. There are no family relationships among any of the directors or executive officers of the Company. No director of the Company serves as a director of any company that has a class of securities registered under, or which is subject to the periodic reporting requirements of, the Securities Exchange Act of 1934, or of any company registered as an investment company under the Investment Company Act of 1940.
Directors
| Daniel E. West |
Directors
Chairman of the Board Director since 1997
Directors
| Daniel E. West has lived in Graeagle, California since 1958. He is president of Graeagle Land and Water Company, a land management company, and Graeagle Water Company, a private water utility. Mr. West is a managing member of Graeagle Timber Company, LLC. He also serves as a director on the boards of Graeagle Fire Protection District and California Water Association. Mr. West graduated from the University of the Pacific, Stockton, California where he received a Bachelor of Science degree in Business Administration. Mr. West’s valuable business acumen, his extensive experience on various and diverse boards, and his deep ties to his community highly qualify him for service as a member of the Board and Chairman. | |
Directors
| Robert J. McClintock |
Directors
Vice Chairman of the Board
Directors
| Robert J. McClintock resides in Truckee, California. He is a Certified Public Accountant and is retired from McClintock Accountancy Corporation. As a CPA, Mr. McClintock brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management, and he qualifies as an audit committee financial expert for the Board’s Audit & Risk Committee. He is a board member and Treasurer of the Kiwanis Club of North Lake Tahoe and served previously as its President. He is a member of the advisory board for the Tahoe Truckee Excellence in Education Foundation and served previously as its Treasurer. Mr. McClintock attended Michigan Tech University where he received his Bachelor of Science degree in Business Administration. | |
Directors
| Michonne R. Ascuaga |
Directors
Secretary of the Board Director since 2019
Directors
| Michonne R. Ascuaga is a native northern Nevadan and has 30 years of experience working at John Ascuaga’s Nugget, a hotel-casino, serving as its CEO for the 16 years preceding its sale in 2013. From 2015 to 2016 Ms. Ascuaga served as Commissioner for the Nevada State Gaming Commission. Having served on numerous boards over the years, Ms. Ascuaga currently sits on the board of the Nevada Western Heritage Alliance. She received her Bachelor of Science degree in Mathematics from Santa Clara University and her Master of Business Administration from Stanford University. Ms. Ascuaga’s extensive management experience, leadership skills and her knowledge of and involvement in the communities the Company serves well qualifies her for service as a director of the Company. | |
Directors
| Steven M. Coldani |
Directors
Director
Directors
| Steven M. Coldani was born and raised in Lodi, California. He is a licensed real estate broker and the president and owner of Coldani Realty Inc. in Lodi, California; he is also co-owner of Graeagle Associates Realtors in Graeagle, California since 1992. In addition, Mr. Coldani is a managing member of Coldani Farming, LLC, a diversified farming company producing various row crops, tree and nut crops, olives, grapes, hay, and livestock. He is also a past director of the California Association of Realtors. Mr. Coldani graduated from the University of the Pacific, Stockton, California where he received a Bachelor of Science degree in Business and Public Administration. Mr. Coldani’s relevant experience qualifying him for service as a member of the Board includes his familiarity with the real estate markets in which we operate, a broad range of management and community service experience including his prior service on the board of Community Business Bank, and his membership in the Lodi District Chamber of Commerce, the Lodi Association of Realtors, the Plumas Association of Realtors and the Tahoe-Sierra Board of Realtors. | |
Directors
| Heidi S. Gansert |
Directors
Director since 2019
Directors
| Heidi S. Gansert resides in Reno and has over 30 years of management experience. Ms. Gansert has served in Nevada’s part-time legislature as a state senator since 2016 and served in the state assembly from 2004 to 2010. She was elected the floor minority leader for each legislative body. She also previously served as Chief of Staff to Nevada Governor Brian Sandoval from January 2011 to September 2012. Her time in the executive and legislative branches of state government included roles related to business, education, economic development, workforce training, and energy. Upon her departure from Governor Sandoval’s Office, Ms. Gansert served as the Executive Director of External Relations at the University of Nevada, Reno. While at the University of Nevada, Reno, Ms. Gansert led the University’s economic development efforts and served on behalf of the University on the boards of the Economic Development Authority of Western Nevada (EDAWN) and Downtown Reno Partnership. Ms. Gansert holds a bachelor of science degree in engineering from Santa Clara University and holds an MBA from the University of Nevada, Reno. Ms. Gansert’s experience with economic development, knowledge of and involvement in the northern Nevada region and extensive leadership experience qualify her for service as a member of the Board. | |
Directors
| Richard F. Kenny |
Directors
Director
Directors
| Richard F. Kenny resides in Reno, Nevada and has over 40 years of leadership experience in Operations, Information systems, Strategic Planning and Credit Risk Management. Before retiring in 2010, he was the founding President and CEO of Charles Schwab Bank, a subsidiary of the Charles Schwab Corporation. Prior to that, he served in a variety of management roles with Citibank, both domestic and international. He is actively involved with KNPB public television in Reno and Capital Public Radio in Sacramento. He graduated from Northwestern University in Evanston, Illinois with a Bachelor of Science degree in Business Administration and Marketing and received his MBA in Finance from the University of Chicago. Mr. Kenny joined the Board of the Presidio Unit Owners Association (Reno, NV) in 2020 and was elected as its president in 2021. Mr. Kenny’s relevant experience qualifying him for service as a member of the Board includes his extensive leadership experience, knowledge of the financial industry and community involvement. | |
Directors
| Sushil A. Patel |
Directors
Director since 2024
Directors
| Sushil Patel is originally from South Lake Tahoe, California, and is a successful business leader in the hospitality, lodging and real estate industries. He is the owner of Laxmi Hotels and operates five hotel properties in Lake Tahoe and Reno. For more than 20 years, Mr. Patel has developed real estate projects in both Nevada and California. He is a managing partner for Mountain West Builders, which is one of the largest multifamily contractors in Northern Nevada. Mr. Patel lives in Reno with his wife and 4 children and is an active member of the community serving on the Renown Health Foundation board. He earned his bachelor’s degree in business administration and public relations from University of California, Sacramento. Mr. Patel’s extensive management experience, familiarity with the real estate markets in which we operate, and involvement in the communities the Company serves, well qualifies him for service as a director of the Company. | |
Directors
| Terrance J. Reeson |
Directors
Director
Directors
| Terrance J. Reeson has lived in Quincy, California for over 50 years. He is a retired U.S. Forest Service Aviation Officer for the Plumas National Forest. Mr. Reeson is active in his community and is a former executive director of the Quincy Chamber of Commerce. Mr. Reeson’s relevant experience qualifying him for service as a director includes extensive government service, leadership experience, and widespread civic and community involvement. | |
Directors
| Andrew J. Ryback |
Directors
Director, President and CEO Director since 2016
Directors
| Andrew J. Ryback has been the President and Chief Executive Officer of the Company and the Bank since 2011. He previously served as interim President and Chief Executive Officer from March 2010 to November 2011 and, prior thereto, as Executive Vice President and Chief Financial Officer from 2005 to 2011. He joined the Bank in July 2001. Mr. Ryback received his Bachelor of Science degree in Business Administration from California State University, Northridge. He is a Certified Public Accountant and a graduate of Pacific Coast Banking School. Mr. Ryback actively serves in a variety of national, regional and local organizations: Mr. Ryback is the California Delegate to the Federal Delegate Board of the Independent Community Bankers of America (ICBA), he serves on ICBA’s Legislative Issues Committee and he Chairs the board of the California Community Banking Network. He previously served on the Federal Reserve Board of Governors’ Community Depository Institutions Advisory Council (CDIAC) and as chairman of the Federal Reserve Bank of San Francisco’s CDIAC. Furthermore, Mr. Ryback is past president of the Rotary Club of Quincy and served as an assistant governor for Rotary District 5190. Locally, he serves on the Board of Directors of Plumas District Hospital and as Commissioner and Treasurer for the Quincy Fire Protection District where he previously served as a volunteer firefighter. Mr. Ryback’s qualifications for serving as a director include his extensive banking, finance and leadership experience. In addition, as the Company’s President and Chief Executive Officer, Mr. Ryback brings the Board a deep familiarity with the Company and its operations. | |
Directors
The Board of Directors recommends a vote “FOR” election of each of the nominees listed above.
Director Independence
Director Independence
Director Independence
| The Board has determined that each of the following non-employee directors are “independent” within the meaning of NASDAQ’s listing standards. Michonne R. Ascuaga Steven M. Coldani Heidi S. Gansert Richard F. Kenny Sushil A. Patel Robert J. McClintock Terrance J. Reeson Daniel E. West | |
Director Independence
Mr. Ryback is not independent because he is an employee of the Company. Director tenure ranges from less than one to thirty-nine years, providing Board refreshment as well as continuity and depth of institutional knowledge.
Compensation of Directors
Compensation of Directors The table below summarizes the compensation paid by the Company to non-employee directors for the year ended December 31, 2023.
Compensation of Directors
| Director Compensation Table | | | | | | | | | Name | Fees Earned or Paid in Cash (1) | Stock Awards | Option Awards (2) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Michonne R. Ascuaga | $48,000 | N/A | $0 | N/A | N/A | $480 | $48,480 | | Steven M. Coldani | $53,400 | N/A | $0 | N/A | N/A | $480 | $53,880 | | Heidi S. Gansert | $48,000 | N/A | $0 | N/A | N/A | $480 | $48,480 | | Richard F. Kenny | $48,000 | N/A | $0 | N/A | N/A | $480 | $48,480 | | Robert J. McClintock | $53,400 | N/A | $0 | N/A | N/A | $480 | $53,880 | | Julie A. Morehead (4) | $28,000 | N/A | $0 | N/A | N/A | $280 | $28,280 | | Sushil A. Patel (5) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Terrance J. Reeson | $48,000 | N/A | $0 | N/A | N/A | $480 | $48,480 | | Daniel E. West | $58,500 | N/A | $0 | N/A | N/A | $480 | $58,980 |
Compensation of Directors
| (1) During 2023, non-employee directors received a monthly fee of $4,000. The Audit & Risk Committee and Loan Committee chairs each received $4,450 per month. The Board Chair received $4,875 per month. | | (2) As of December 31, 2023, the non-employee directors held exercisable options to purchase shares of common stock in the following amounts: Ms. Ascuaga, 4,000 shares; Mr. Coldani, 8,900; Ms. Gansert, 4,000 shares; Mr. Kenny, 3,767 shares; Mr. McClintock, 6,500 shares; Ms. Morehead, 0 shares; Mr. Reeson, 8,900 shares; and Mr. West, 6,500 shares. | | (3) Each director is provided a $40 per month allowance for purchase of an electronic device to access board materials. | | (4) Ms. Morehead resigned from the Board of Directors effective July 19, 2023. She forfeited the unvested restricted stock granted in 2022. | | (5) Mr. Patel joined the Board of Directors in 2024 and therefore received no compensation in 2023. |
Compensation of Executives
| Summary Compensation Table | | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | Total | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Andrew J. Ryback, President and CEO of the Company and Plumas Bank | 2023 | $450,000 | $0 | $0 | $0 | $276,755 | $0 | $13,519 | $740,274 | | | 2022 | $450,000 | $0 | $0 | $108,278 | $284,197 | $0 | $12,779 | $855,254 | | Richard L. Belstock, EVP and CFO of the Company and Plumas Bank | 2023 | $277,500 | $0 | $0 | $0 | $118,418 | $0 | $15,357 | $411,275 | | | 2022 | $277,500 | $0 | $0 | $75,479 | $115,500 | $0 | $11,288 | $479,767 | | BJ North, EVP and Chief Banking Officer of Plumas Bank | 2023 | $268,500 | $0 | $0 | $0 | $110,922 | $0 | $11,874 | $391,296 | | | 2022 | $268,500 | $0 | $0 | $75,479 | $111,600 | $0 | $8,682 | $464,261 |
Non-Equity Incentive Plan
| Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $740,274 | $765,574 | $401,285 | $420,206 | $186.90 | $29,776 | | 2022 | $855,254 | $812,072 | $472,014 | $443,354 | $163.03 | $26,444 | | 2021 | $614,106 | $689,891 | $324,412 | $375,609 | $146.02 | $21,009 |
Non-Equity Incentive Plan
| As shown in the chart, the PEO and other NEOs’ compensation actually paid (“CAP”) amounts are aligned with the Company’s total shareholder return (“TSR”). This is due in large part to the Company’s use of incentive payments which are tied to the Company’s financial performance. | |
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control CEO Employment Agreement. On December 16, 2021, the Company and its subsidiary, Plumas Bank, entered into an Employment Agreement (the “Employment Agreement”) with Andrew J. Ryback, who is the President and Chief Executive Officer of the Company and the Bank. The Employment Agreement has a term of three years and after three years will automatically renew each year unless either party elects to terminate it prior to renewal. The Employment Agreement provides that Mr. Ryback will continue to serve as the President and Chief Executive Officer of the Company and the Bank and will receive an annual base salary of $382,000, subject to annual review for increase but not decrease. Mr. Ryback’s annual base salary was increased to $450,000 as of January 1, 2023. He has the opportunity to earn an annual bonus and will participate in any annual incentive compensation program established by the Board, the Company’s equity incentive plans and such other benefit programs of the Company and the Bank available to executive employees generally. He receives an automobile allowance or use of a car owned by the Company. If Mr. Ryback’s employment is terminated without “Cause” or if he terminates his employment for “Good Reason” (in each case, as defined in the Employment Agreement), then he will be entitled to receive payments equal to one and a half (1.5) times his annual base salary and reimbursement of COBRA expenses for up to 18 months. If Mr. Ryback’s employment is terminated for Cause or for his death, disability or resignation without Good Reason, he will not be entitled to any severance compensation. If Mr. Ryback’s employment is terminated without Cause or if he terminates his employment for Good Reason, in either case within six months before or 24 months after a “Change in Control” (as defined in the Employment Agreement), he will be entitled to receive the following severance compensation in lieu of other severance benefits under the Employment Agreement: (1) two and a half (2.5) times his annual base salary, (2) his bonus for the year prior to his termination if not previously paid, (3) a prorated portion of his target bonus for the year in which his termination occurs, based on the number of months elapsed prior to his termination, and (4) reimbursement of up to 18 months of COBRA premiums. Receipt of the severance benefits is conditioned on Mr. Ryback releasing the Company and its affiliates from all legal claims. In addition, Mr. Ryback agrees to protect the Company’s trade secrets and confidential information and, for a period of 18 months following his termination, that he will not induce employees to leave the Company’s employment or use confidential information to solicit the Company’s customers. The Employment Agreement provides that if Mr. Ryback becomes entitled to any payments, benefits, or distributions from the Company or the Bank that would be subject to Section 280G of the Internal Revenue Code or any corresponding provisions of state or local excise tax law, then such payments, benefits, or distributions will be reduced to the extent the reduction would place Mr. Ryback in a better after-tax position. In addition, any incentive compensation paid to Mr. Ryback is subject to potential clawback as required by any applicable law, government regulation, stock exchange listing requirement or the Company’s policies adopted pursuant to such laws or requirements. The Company has not entered into employment or change in control/severance agreements with any of the executive officers other than Mr. Ryback. Salary Continuation Agreements. The Board considers providing significant post-employment benefits in the form of salary continuation benefits to our executives as an important long-term component of their total executive compensation to reward them for their service and loyalty to the Company. These post-employment benefits also help the Company retain executives because the benefits are subject to vesting over a period of years. In 2005, the Company entered into a salary continuation agreement with Mr. Ryback, which was subsequently amended, most recently on February 1, 2023. The purpose of the salary continuation agreement is to provide a special incentive to the experienced executive officer to continue employment with the Company on a long-term basis. The agreement provides Mr. Ryback with annual post-retirement salary continuation benefits of up to $140,000 for 15 years after retirement at age 65. If Mr. Ryback terminates employment with the Company for a reason other than death or disability prior to the retirement age of 65, he or his beneficiary will be entitled to salary continuation benefits at a reduced amount depending on the length of service with the Company. The vesting of salary continuation benefits for Mr. Ryback occurs at a rate that provides for a 90% vesting at age 60 and 2% per year for the next five years of service. In the event of disability wherein Mr. Ryback does not continue employment with the Company, he is entitled to salary continuation benefits, at a reduced amount depending on the length of service with the Company, beginning at age 65 or on the date on which he is no longer entitled to disability benefits under the Company’s group disability insurance, whichever is earlier. If Mr. Ryback’s employment terminates within a period of 24 months after a change in control of the Company, the unvested portion of his salary continuation benefits would vest and the payment of the salary continuation benefits would begin the month following the month of termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code. The salary continuation benefits are informally funded by single premium life insurance policies with Mr. Ryback as the insured party and the Company as the beneficiary of the policies. The Company has entered into a split dollar agreement with Mr. Ryback in which the Company agrees to divide the net death proceeds of life insurance policies on Mr. Ryback’s life with Mr. Ryback’s beneficiary. However, Mr. Ryback’s rights or interests in the split dollar policies no longer exist once he ceases to be employed by the Company for any reason whatsoever prior to normal retirement age, provided that he has received or had the opportunity to receive any benefit under his executive salary continuation agreement. The Company has agreed to pay the taxes on the imputed income on the life insurance benefit provided to Mr. Ryback under the split dollar agreement.
Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control
In 2016, the Company entered into salary continuation agreements with Mr. Belstock and Ms. North which were subsequently amended, most recently on February 1, 2023. As amended, the agreements provide Mr. Belstock with annual post-retirement salary continuation benefits of up to $88,500 for 10 years and Ms. North with annual post-retirement salary continuation benefits of up to $82,500 for 10 years, in each case subject to his or her continuous employment through March 31, 2026. If Mr. Belstock or Ms. North terminates employment with the Company for a reason other than a change in control prior to the retirement date of March 31, 2026, he/she will be entitled to salary continuation benefits at a reduced amount depending on their length of service with the Company. In the event that Mr. Belstock or Ms. North terminates their employment with the Company or its successor within a period of 24 months after a change in control, he/she is entitled to the full vesting of their salary continuation payments and the payment of the salary continuation benefits beginning with the month following the month of termination, subject to the reduction of benefits if the benefits result in a limitation of deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code.
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table shows all outstanding option awards held by the named executive officers as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | (a) | (b) | (c) | (d) | (e) | (f) | | Andrew J. Ryback | 7,700 (1) | 0 (1) | N/A | $21.45 | 10/21/2027 | | | 2,400 (2) | 9,600 (2) | N/A | $31.00 | 08/16/2032 | | Richard L. Belstock | 8,100 (1) | 0 (1) | N/A | $21.45 | 10/21/2027 | | | 1,700 (2) | 6,800 (2) | N/A | $31.00 | 08/16/2032 | | BJ North | 2,400 (1) | 0 (1) | N/A | $21.45 | 10/21/2027 | | | 1,700 (2) | 6,800 (2) | N/A | $31.00 | 08/16/2032 |
Outstanding Equity Awards as of December 31, 2023
| (1) Options were granted 10/21/2019, have an eight-year life and vest 25% per year beginning 10/21/2020. |
Outstanding Equity Awards as of December 31, 2023
| (2) Options were granted 08/16/2022, have a ten-year life and vest 20% per year beginning 08/16/2023. |
Outstanding Equity Awards as of December 31, 2023
There were no other outstanding stock awards held by any of the NEOs as of December 31, 2023. Proposal 2: