DEF 14A of RCM Technologies, Inc.
Filed Nov 7, 2024 · FY20230001437749-24-033947
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Stockholders are being asked to elect four (4) directors at the Annual Meeting, each to serve until his or her successor is duly elected at the 2025 annual meeting and qualified. Your Board has nominated for election as director Bradley S. Vizi, Chigozie O. Amadi, Swarna Srinivas Kakodkar and Jayanth S. Komarneni. Ms. Srinivas Kakodkar and Messrs. Vizi, Amadi and Komarneni have consented to serve a term on our Board of Directors, and the persons named as proxy holders on the enclosed proxy card, Mr. Vizi and Mr. Miller, intend to vote FOR the election of Ms. Srinivas Kakodkar and Messrs. Vizi, Amadi and Komarneni unless you mark a contrary instruction on your proxy card. Unless you indicate otherwise on your proxy card, if any of Ms. Srinivas Kakodkar or Messrs. Vizi, Amadi and Komarneni is unable to serve as a director at the time of the Annual Meeting, Mr. Vizi or Mr. Miller will vote FOR the election of another person that the Board may nominate in their place. Set forth below are brief descriptions of the nominees for election as director and of the continuing directors. The descriptions for the directors set forth the experience, qualifications, attributes and skills that have led the Board’s Nominating & Corporate Governance Committee and the Board to conclude that these individuals should serve as directors. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF BRADLEY S. VIZI, CHIGOZIE O. AMADI, SWARNA SRINIVAS KAKODKAR AND JAYANTH S. KOMARNENI AS MEMBERS OF OUR BOARD OF DIRECTORS.
Nominees for Election as Directors
Nominees for Election as Directors Bradley S. Vizi, Director since 2013, age 40 Mr. Vizi has served as our Executive Chairman & President since June 2018. Previously Mr. Vizi served as our Chairman of the Board since September 2015 and a board member since December 2013. From February 2016 to June 2022, Mr. Vizi served as a member of the Board of Directors at L.B. Foster (NASDAQ: FSTR), a leading manufacturer, fabricator, and distributor of products and services for the rail, construction, energy and utility markets with locations in North America and Europe. Mr. Vizi founded Legion Partners, Inc. in 2010 and Legion Partners Asset Management, LLC in 2012, where he served as Managing Director and Portfolio Manager until October 2017. From 2007 to 2010, Mr. Vizi was an investment professional at Shamrock Capital Advisors, Inc. (“Shamrock”), the alternative investment vehicle of the Disney Family. Prior to Shamrock, from 2006 to 2007, Mr. Vizi was an investment professional with the private equity group at Kayne Anderson Capital Advisors L.P. Mr. Vizi is a CFA Charterholder and graduated from the Wharton School at the University of Pennsylvania. Mr. Vizi’s significant public company experience is particularly valuable in the areas of strategy, operations, capital allocation, compensation planning, corporate governance and marketing the Company to the investment community.
Nominees for Election as Directors (Continued)
Nominees for Election as Directors (Continued) Chigozie O. Amadi, Director since 2022, age 40 Mr. Amadi has served since October 2019 as the Chief Financial Officer for The Siegel Group, a conglomerate of private companies focusing on investments and management of real estate and food and beverage businesses. Mr. Amadi leads the departments of accounting, finance, payroll, acquisitions, and dispositions. Before his current role, Mr. Amadi previously served as Director of Real Estate Investments for The Siegel Group. Mr. Amadi also worked for Wells Fargo & Company, providing secured and unsecured financing to REITs and private real estate firms. Mr. Amadi holds a J.D. from Loyola Law School and a B.A. from the University of Pennsylvania and is an active member of the California Bar. Mr. Amadi’s extensive experience overseeing the preparation and aggregation of the financial performance of multiple companies, in addition to supervising the audits and financial professionals responsible for those audits, and his legal acumen, allow him to make valuable contributions to all of the Company’s business segments. Swarna Srinivas Kakodkar, Director since 2019, age 41 Ms. Kakodkar is a seasoned technology executive with over 15 years of experience building organizations that develop high-impact software to serve enterprises, developers, and consumers. Ms. Kakodkar currently leads a product management organization at Google. She previously led product and technical teams at Amazon Web Services, where she launched services that have touched millions of users. Prior to that, she held various roles at Facebook, where she oversaw the development of digital advertising products and global partnerships with some of Facebook’s largest customers. Prior to joining Facebook, Ms. Kakodkar worked at AOL Platforms, where she developed capital allocation strategies, managed M&A activity, and built technology partnership programs. She chairs our Compensation Committee, serves on our Audit Committee, and serves on our Nominating/Governance Committee. She holds an MBA from Harvard Business School and a B.A. from Harvard College. Ms. Kakodkar’s extensive experience in digital marketing, financial modeling, enterprise software, implementation of new technologies, and management and retention of diverse employee groups, allow her to make valuable contributions to all of the Company’s business segments.
Nominees for Election as Directors (Continued)
Nominees for Election as Directors (Continued) Jayanth S. Komarneni, Director since 2020, age 41 Mr. Komarneni is the founder and chair of the Human Diagnosis Project (‘Human Dx’), an open medical intelligence system. Human Dx has brought together top medical organizations (including the American Medical Association, the American Board of Medical Specialties, and the National Association of Community Health Centers), health systems (including research collaborations with Harvard, Johns Hopkins, UCSF, Stanford, and Kaiser Permanente), and financial supporters (including the European Union, the MacArthur Foundation, the Gordon & Betty Moore Foundation, Union Square Ventures, and Andreessen Horowitz). Before founding Human Dx, Mr. Komarneni advised leadership at some of the world's preeminent organizations while working at McKinsey & Company and Bain & Company. Mr. Komarneni's work spanned stakeholders in the social, public, and private sectors, including foundations, governments, companies (in the life sciences, health care, technology, energy, and financial services industries), and alternative investment firms. After McKinsey and Bain, he helped launch and operate Greenoaks Capital Management, a global alternative investment firm, as its first employee. Mr. Komarneni also participated in Y Combinator, the world's leading technology accelerator. Mr. Komarneni has degrees that include an MSc in Global Health Science from the University of Oxford and an MBA from the Wharton School, and an M.S. in Biotechnology from the School of Engineering and Applied Science at the University of Pennsylvania. Mr. Komarneni's prior background founding, advising, and working at leading organizations in the technology, healthcare, investment, professional services, and life sciences industries helps contribute across RCM's diverse business segments from strategic and operational perspectives.
EXECUTIVE COMPENSATION
| ● | Limiting executive severance cash pay-outs to no more than 24 months’ base salary and bonus; |
EXECUTIVE COMPENSATION
| ● | Prohibiting tax gross-ups in all future employment agreements; |
EXECUTIVE COMPENSATION
| ● | Requiring future employment agreements to contain a “double trigger” with respect to executive change-in-control payments; |
EXECUTIVE COMPENSATION
| ● | Developed the conceptual framework for a long term incentive plan containing performance-based stock units for the Company’s Chief Executive Officer and Chief Financial Officer. |
EXECUTIVE COMPENSATION
On June 23, 2023, the Compensation Committee granted Mr. Saks 4,179 restricted stock units (“RSUs”), valued at a total of $75,000 based on the closing price of the common stock on the Nasdaq Stock Market on the date of grant, to vest over a period of five years in equal installments beginning in January 2024 and continuing through each January thereafter through 2028. In accordance with applicable regulations of the Commission, the value of these RSUs is included in the Summary Compensation Table for fiscal year 2023, since the grant date occurred during that year. In March 2023, the Compensation Committee awarded Messrs. Miller and Saks cash amounts of $255,000 and $345,000, respectively, per specific incentive targets in compensation plans approved by the Compensation Committee in fiscal 2022. On the date of such award, Mr. Saks elected, with the approval of the Compensation Committee, to receive $25,000 of this amount in the form of immediately vested shares of common stock, with the number of shares determined based on the closing price of the common stock on the Nasdaq Stock Market on such date. These cash payments and stock awards are reflected in the Summary Compensation Table as compensation for fiscal 2022, in accordance with applicable regulations of the Commission. On January 1, 2023, the Compensation Committee granted to Mr. Vizi 250,000 RSUs, which will become vested in five (5) equal annual installments of 50,000 RSUs on each of the first five anniversaries of January 1, 2023, so long as he remains continuously employed by the Company through such vesting dates, except vesting will be accelerated if his employment terminates prior to such vesting dates on account of death, disability or a covered termination following a change in control. In accordance with applicable regulations of the Commission, the value of these RSUs is included in the Summary Compensation Table for fiscal year 2023, since the grant date occurred during that year. In December 2022, the Compensation Committee approved a performance-based grant of a target amount of 100,000 performance stock units (“PSUs”) to Mr. Vizi that based on certain performance metrics for our fiscal year ending December 30, 2023 could increase to 125,000 PSUs. In accordance with applicable regulations of the Commission, the value of these performance-based shares, based on the grant date share price, is included in the Summary Compensation Table for fiscal year 2022, since the grant date occurred during that year, However, the award was earned based on performance during the current fiscal year ending December 30, 2023, and served as the sole long-term incentive award to Mr. Vizi with respect to performance during such period. On January 23, 2024, the Compensation Committee determined that Mr. Vizi had earned 62,500 of such PSUs. The remaining PSUs were forfeited. In January 2022, the Compensation Committee approved a performance-based grant of a target amount of 100,000 PSUs to Mr. Vizi that based on certain performance metrics for fiscal 2022 could increase to 125,000 PSUs. In January 2023, the Compensation Committee awarded 125,000 shares under this grant. The value of these performance-based shares, based on the grant date share price and reflecting the 125,000 shares ultimately awarded, is $0.8 million and is included in the Summary Compensation Table for fiscal year 2022, the year in which the grant date occurred.
Summary Compensation Table
Summary Compensation Table The following table lists, for fiscal 2023 and fiscal 2022, cash and other compensation paid to, or accrued by us, for our chief executive officer, our chief financial officer and our other executive officer serving as of December 30, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation | All Other Compensation(2) | Total | | Bradley S. Vizi | 2023 | $475,000 | $- | $3,125,000 | $- | $6,468 | $3,606,274 | | Executive Chairman & President | 2022 | $475,000 | $- | $1,964,750 | $- | $6,450 | $2,446,200 | | Kevin Miller | 2023 | $370,000 | $- | $- | $- | $23,294 | $393,294 | | Chief Financial Officer | 2022 | $370,000 | $- | $- | $255,000 | $22,389 | $647,389 | | Michael Saks | 2023 | $300,000 | $- | $75,013 | $- | $15,607 | $390,620 | | Division President, | 2022 | $285,000 | $- | $70,900 | $345,000(3) | $15,021 | $715,921 | | Health Care Services | | | | | | | |
Summary Compensation Table
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Summary Compensation Table
| (1) With respect to Mr. Vizi, these amounts represent the following: |
Summary Compensation Table
| a. | For 2023, the value given to the time-based award is $3,125,000, which is the grant date fair value of the award of the 250,000 shares that may vest. The time-based award is expected to vest 50,000 shares for the five anniversaries following the grant date. |
Summary Compensation Table
| b. | For 2022, the aggregate value of the award granted on January 25, 2022, with respect to performance during the fiscal 2022, and the award granted on December 27, 2022, with respect to performance during the current fiscal year ending December 30, 2023. |
Summary Compensation Table
The value given to the fiscal award for fiscal 2022 is $768,750, which is the grant date fair value of the 125,000 shares determined in January 2023 by the Compensation Committee to have been earned with respect to this award. The value given to the fiscal award for the current fiscal year ending December 30, 2023 is $1,196,000, which is the grant date fair value of the award assuming achievement at target. The grant date fair value of the award assuming achievement of the maximum performance level would be $1,495,000. While both the January 25, 2022 and December 27, 2022 grants appear in the Summary Compensation Table for fiscal 2022 based on their grant dates both occurring during fiscal 2022, the award made on December 27, 2022 will be earned based on performance during the current fiscal year ending December 30, 2023, and will serve as the sole long-term incentive award to Mr. Vizi with respect to performance during such period.
Summary Compensation Table (Continued)
Summary Compensation Table (Continued) With respect to Mr. Saks, these amounts represent the following:
Summary Compensation Table (Continued)
| a. | For 2023, the grant date fair value of time-based awards for 4,179 shares to vest five years from date of grant. |
Summary Compensation Table (Continued)
| b. | For 2022, the grant date fair value of the award of RSUs made in March 2022. |
Summary Compensation Table (Continued)
| (2) These amounts primarily represent premiums paid for medical, life and disability insurance on each of the officers named in this table, as follows: 2023, Messrs. Vizi, Miller and Saks, $6,468, $23,294 and $15,607, respectively; and 2022, Messrs. Vizi, Miller and Saks, $6,450, $22,389 and $15,021, respectively. |
Summary Compensation Table (Continued)
| (3) On March 23, 2023, the date on which the Compensation Committee determined the amount of this award, Mr. Saks elected, with the approval of the Compensation Committee, to receive $25,000 of this amount in the form of immediately vested shares of Common Stock, with the number of shares determined based on the closing price of the common stock on the Nasdaq Stock Market on such date. |
Summary Compensation Table (Continued)
During our 2023 and 2022 fiscal years, certain of the officers named in this table received personal benefits not reflected in the amounts of their respective annual salaries or bonuses. The dollar amount of these benefits did not, for any individual in any fiscal year, exceed $10,000.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning unvested restricted share units as of December 30, 2023. No options to purchase common stock were outstanding on such date.
Outstanding Equity Awards at Fiscal Year-End
| Name | 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 | | Bradley S. Vizi(2) | 350,000 | $10,164,000 | - | - | | Michael Saks(3) | 14,179 | $411,758 | - | - |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated by multiplying the number of shares in the preceding column by $29.04, the closing price per share of the Company’s common stock on December 29, 2023, the last trading day of our last fiscal year. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Mr. Vizi’s shares include 250,000 restricted stock units (RSUs) granted on January 1, 2023, which are and may vest in five equal installments over five years, and 100,000 PSUs, the threshold amount of a grant made in December 2022 that are eligible to vest in January 2024, subject to the achievement of certain performance measures in fiscal 2023, and may be increased to up to 125,000 PSUs depending on the level of such achievement. The actual number of shares vested under this PSU in January 2024 was 62,500. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Mr. Saks received 10,000 RSUs in February 2022 that will vest in February 2027 and 4,179 that will vest in equal installments in fiscals 2024, 2025, 2026, 2027 and 2028. |
Compensation of Directors
Compensation of Directors Our employee directors do not receive any compensation for serving on our Board or its committees, other than the compensation they receive for serving as employees of RCM. Non-employee members of the Board received compensation in accordance with the following structure, which was approved by our Compensation Committee on, and implemented effective, January 1, 2018:
Compensation of Directors
| ● | Annual cash retainer of $45,000, payable in equal monthly installments. |
Compensation of Directors
| ● | No meeting fees. |
Compensation of Directors
| ● | Annual equity grants of $45,000, in the form of RSUs with 1-year vesting feature (subject to acceleration upon Change in Control or separation from service in the same manner as the RSU grants made in December 2017), with delivery of the shares of common stock underlying to such RSUs to be made upon vesting; provided that, except for sales of shares in an amount no greater than required to generate an amount equal to the income tax on such shares, non-employee directors shall be required to retain shares delivered upon vesting unless, immediately following any such sale, such director would comply with the Company’s ownership guidelines. |
Compensation of Directors
| ● | Payment of the following additional annual retainers: Chairman of the Board (if independent) $25,000; Audit Committee chair $10,000; Compensation Committee chair $10,000; Nominating and Corporate Governance Committee chair $5,000. |
Compensation of Directors
| ● | No other committee fees, for service or for meetings. |
Compensation of Directors
The following table lists cash and other compensation paid to, or accrued by us for, our Board of Directors for our fiscal year ended December 30, 2023.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table
| Name and Principal Position | Fees Earned Or Paid In Cash | Equity Awards(1) | All Other Compensation | Total | | Chigozie O. Amadi | $45,000 | $45,000 | - | $90,000 | | Richard A. Genovese(2) | $52,487 | $45,000 | - | $97,487 | | Swarna Srinivas Kakodkar | $55,000 | $45,000 | - | $100,000 | | Jayanth S. Komarneni | $50,000 | $45,000 | - | $95,000 |
Non-Employee Director Compensation Table
| (1) These amounts are based upon the grant date fair value of the option awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in the column are set forth in Note 11 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 filed with the Commission. As of December 30, 2023, Mr. Amadi, Ms. Kakodkar and Mr. Komarneni each had 1,695 unvested equity awards outstanding. |
Non-Employee Director Compensation Table
| (2) Mr. Genovese retired from the Board on December 14, 2023. |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)˒(2)˒(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted EBITDA⁵ ($ Millions) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $3,606,274 | $8,445,149 | $391,957 | $537,480 | $1,011.85 | $127.31 | $16,831 | $29,257 | | 2022 | $2,446,200 | $3,379,700 | $511,431 | $557,152 | $429.97 | $113.00 | $20,889 | $31,114 | | 2021 | $1,059,736 | $2,052,236 | $578,066 | $603,316 | $248.08 | $124.54 | $10,989 | $12,463 |
Pay Versus Performance
1. Bradley S. Vizi was our PEO for each year presented. The individuals constituting the Non-PEO NEOs for each year presented are listed below.
Pay Versus Performance
| 2021 | 2022 | 2023 | | Kevin D. Miller | Kevin D. Miller | Kevin D. Miller | | Michael Saks | Michael Saks | Michael Saks | | | Frank Petraglia | |
Pay Versus Performance
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | $3,606,274 | | $(678,750) | | $7,963,875 | $8,445,149 | | 2022 | $2,446,200 | | $(1,964,750) | | $2,898,250 | $3,379,700 | | 2021 | $1,059,736 | | $(678,750) | | $1,671,250 | $2,052,236 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | $391,957 | | $(37,507) | | $183,029 | $537,480 | | 2022 | $511,431 | | $(23,633) | | $69,333 | $557,152 | | 2021 | $578,066 | | | | $25,250 | $603,316 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | $7,260,000 | $640,375 | | $63,500 | | | $7,963,875 | | 2022 | $2,776,500 | $261,000 | | $(138,250) | | | $2,898,250 | | 2021 | $890,000 | $505,000 | $271,250 | $5,000 | | | $1,671,250 |
Pay Versus Performance
| Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | $60,679 | $83,500 | | $38,850 | | | $183,029 | | 2022 | $41,133 | $17,400 | | $10,800 | | | $69,333 | | 2021 | | $25,250 | | | | | $25,250 |
Pay Versus Performance
4. The Peer Group TSR set forth in this table utilizes the S&P Americas SmallCap Commercial and Professional Services Index. The comparison assumes $100 was invested for the period starting December 31, 2018, through the end of the listed year in the Company and in the S&P Americas SmallCap Commercial and Professional Services Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. While we also determined this performance measure to have been the most important financial performance measure for years 2022 and 2021, we may determine a different financial performance measure to be the most important financial performance measure in future years. We note that the amounts of Adjusted EBITDA reflected here for 2022 and 2021 differ slightly from the amounts set forth in our 2023 proxy statement to reflect modifications made during 2024 to our calculation of Adjusted EBITDA, as disclosed in our periodic reports filed with the Commission during 2024. Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the three most recently completed fiscal years. Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P Americas SmallCap Commercial and Professional Services Index over the same period. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
Pay Versus Performance
| Net Income | | Adjusted EBITDA |