DEF 14A of Concrete Pumping Holdings, Inc.
Filed Feb 25, 2026 · FY20250001437749-26-005632
Board of Directors
Board of Directors Our Board of Directors consists of twelve directors and is divided into three classes, with only one class of directors being elected in each year and each class serving a three-year term. Our directors are currently divided among the three classes as follows: • The Class I directors are Stephen Alarcon, Heather L. Faust, David G. Hall and Iain Humphries, with terms expiring at our annual meeting of stockholders to be held in 2028. • The Class II directors are Raymond Cheesman, Brian Hodges, Howard D. Morgan, and John M. Piecuch, with terms expiring at this annual meeting. The Board of Directors has nominated all current Class II directors for election to the Board at the Annual Meeting. • The Class III directors are currently Tom Armstrong, Ryan Beres, M. Brent Stevens and Bruce Young, with terms expiring at our annual meeting of stockholders to be held in 2027.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During fiscal year 2025, each Director who was not an officer of the Company (“Non-Employee Director”) earned an annual retainer in the amount of $112,000, pro-rated for time served. In addition, the Chairperson (Howard D. Morgan), Vice Chairperson / Compensation Committee Chairperson (Brian Hodges) and Audit Committee Chairperson (John Piecuch) received an additional retainer of $50,000 for these services (for a total retainer of $162,000). The compensation reflected in the table below is the only compensation paid to our Directors and no other material arrangements are present. The following table sets forth information regarding the compensation of the Company's Non-Employee Directors for the fiscal year ended October 31, 2025. The two Directors (Messrs. Young and Humphries) who are executive officers receive no compensation for serving as Directors in addition to their compensation received as executive officers.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Total | | Stephen Alarcon | $112,000 | $112,000 | | Tom Armstrong | $112,000 | $112,000 | | Ryan Beres | $112,000 | $112,000 | | Raymond Cheesman | $112,000 | $112,000 | | David G. Hall | $112,000 | $112,000 | | Brian Hodges | $162,000 | $162,000 | | Howard D. Morgan | $162,000 | $162,000 | | John Piecuch | $162,000 | $162,000 | | M. Brent Stevens | $112,000 | $112,000 | | Heather L. Faust | $112,000 | $112,000 |
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS
Class II Directors Standing for Election
Class II Directors Standing for Election At the Annual Meeting, stockholders will be asked to vote for the four Class II nominees listed below to serve until the 2029 annual meeting of stockholders and the election and qualification of his or her successor, or until such director’s earlier death, disqualification, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named below. The Class II directors are currently Raymond Cheesman, Brian Hodges, Howard D. Morgan, and John M. Piecuch, with terms expiring at the Annual Meeting. Each of the nominees listed below has agreed to stand for election and has indicated he or she is willing to serve as a member of the Board. There are no family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. Ages are as of the date of the Annual Meeting.
Class II Directors Standing for Election
| Raymond Cheesman | Director since 2018 |
Class II Directors Standing for Election
Raymond Cheesman, age 66, has been a member of our Board of Directors since December 2018. Mr. Cheesman is a Senior Research Analyst at Anfield Capital Management LLC (“Anfield”) and member of the Investment Committee. Anfield is a registered investment advisor that serves as the advisor to the Anfield Universal Fixed Income Mutual Fund and the Anfield Universal Fixed Income ETF in addition to other vehicles. Mr. Cheesman has been with Anfield since September 2012. Prior to joining Anfield, Mr. Cheesman worked for Jefferies & Company for 17 years where he was a High Yield debt analyst for 10 years and then an investment banker. During his seven years as an investment banker with Jefferies & Company, Mr. Cheesman served as a Managing Director that was part of a team responsible for generating client relationships leading to over $30 billion of capital markets, mergers and acquisitions, advisory and restructuring transactions. Mr. Cheesman also previously worked at Bear Stearns & Company for three years concluding as a Managing Director in the High Yield Research Department where he was elected to the Institutional All-American Research Team in 1992. Prior to that Mr. Cheesman was a Senior Vice President for six years at Solomon Asset Management, a leading High Yield bond investment manager for Fortune 500 pension funds. Mr. Cheesman received his BBA in Finance from George Washington University. We believe Mr. Cheesman is qualified to serve on our Board of Directors based on his business experience and strong background in finance.
Class II Directors Standing for Election
| Brian Hodges | Director since 2018 |
Class II Directors Standing for Election
Brian Hodges, age 72, has been a member of our Board of Directors since December 2018. Previously, Mr. Hodges served as a director of Industrea from July 2017 until December 2018. From August 1997 to December 2015, Mr. Hodges was the Managing Director and Chief Executive Officer of Bradken (ASX: BKN), an Australian public company and global manufacturer and supplier of steel products for the mining, transport, general industrial and contract manufacturing markets. During his tenure as chief executive of Bradken, Mr. Hodges guided Bradken through periods of considerable change and corporate activity with four different owners. Over the course of his career, he has gained considerable management and leadership experience in raw material production and processing, supply and logistics and steel manufacturing. Mr. Hodges holds a Bachelor of Chemical Engineering from the University of Newcastle. We believe Mr. Hodges is qualified to serve on our Board of Directors based on his leadership and business experience; his track record as the managing director and Chief Executive Officer of Bradken; and his network of contacts in the industrial manufacturing and services industry.
Class II Directors Standing for Election
| Howard D. Morgan | Director since 2018 |
Class II Directors Standing for Election
Howard D. Morgan, age 63, has been a member of our Board of Directors since December 2018. Mr. Morgan is Managing Partner and Co-Founder of Argand, where he has also served as a Partner and member of its Management Committee and Investment Committee since September 2015. Prior to forming Argand, Mr. Morgan was the President of Castle Harlan from September 2014 to July 2015 and Co-President from August 2010 to September 2014. In addition, he served as chief executive officer and president of CHI Private Equity from February 2015 to July 2015. Until July 2015, Mr. Morgan was also a member of the board of directors and associated board committees of CHAMP (now known as CPE Capital) in Sydney, Australia. Mr. Morgan joined Castle Harlan in 1996. Previously, Mr. Morgan was a partner at The Ropart Group, a private equity investment firm, and began his career at Allen & Company, Inc. Mr. Morgan is also currently on the advisory board of Oase Management GmbH since July 2018 and a director of the Board of Directors for Brintons Carpets Limited and a Director of the Board of Directors of Concrete Pumping Holdings, Inc. Mr. Morgan is a former director of over one dozen companies, including Shelf Drilling Inc. (former OSE listed), Pretium Packaging, LLC, IDQ, Securus Technologies, Inc., Baker & Taylor Acquisitions Corp., Polypipe (now known as Genuit (LSE:GEN)), Austar United Communications Ltd. (former ASX listed), Norcast Wear Solutions, Inc., AmeriCast Technologies, Inc., Ion Track Instruments, Inc., Land ‘N’ Sea Distributing, Inc., Penrice Soda Products Pty. Ltd., Branford Chain, Inc. and various CHAMP entities, and was previously Industria’s Chief Executive Officer and a director of Industria from April 2017 until December 2018. He is a director and past Chairman of the Harvard Business School Club of New York, director and past chair of the Parkinson’s Foundation, a director of the Alexander Hamilton Institute and the World Press Institute, a director and Treasurer of the Friends of the Garvan Institute of Medical Research, a Trustee of the Naval War College Foundation and a member of the Limited Partner Advisory Committee of Shield Capital. Mr. Morgan was a director and officer of the Harvard Business School Alumni Board from 2006 to 2011. He received his B.A. from Hamilton College in Mathematics and Government and his M.B.A. from the Harvard Business School. We believe that Mr. Morgan is qualified to serve on our Board of Directors based on his extensive leadership and board experience; his track record as a Managing Partner and Co-Founder of Argand and as president of Castle Harlan; and his network of contacts in the industrial manufacturing and services industries.
Class II Directors Standing for Election
| John M. Piecuch | Director since 2018 |
Class II Directors Standing for Election
John M. Piecuch, age 77, has been a member of our Board of Directors since December 2018. Mr. Piecuch is a retired ex-Chief Executive Officer of several successful cement and concrete manufacturing and construction companies, most recently serving as President and Chief Executive Officer of MMI Products, Inc., which, at the time, was the largest manufacturer of welded steel reinforcing products for concrete construction, from 2001 to 2006. From 1996 to 2001, Mr. Piecuch served as President and Chief Executive Officer of Lafarge Corporation, one of the largest construction materials companies in North America. He also served in various other senior executive positions with Lafarge Corporation and its parent entity, Lafarge S.A., from 1987 to 1996. From 1979 to 1986, Mr. Piecuch held various positions, including President of the Cement Division of National Gypsum Company. Mr. Piecuch currently serves as advisor and a director of JMP Construction Materials, LLC. Previously, Mr. Piecuch served as a director of Brundage-Bone from 2011 to 2014, including as Chairman of its compensation committee and a member of its audit committee. He also served as non-Executive Chairman of U.S. Concrete, Inc. from 2009 to 2010. Mr. Piecuch holds an M.B.A. and B.S.B.A., both in Finance, from the University of Akron. We believe that Mr. Piecuch is qualified to serve on our Board of Directors based on his extensive experience advising similar companies and extensive directorship experience.
Our Board of Directors recommends that you vote FOR
Our Board of Directors recommends that you vote FOR the election of each of the Class II director nominees.
Our Board of Directors recommends that you vote FOR
| Directors Continuing in Office |
Our Board of Directors recommends that you vote FOR
In addition to the four directors nominated for election at the Annual Meeting, the following eight persons currently serve on our Board of Directors: Class III Directors to serve until the 2027 Annual Meeting of Stockholders:
Our Board of Directors recommends that you vote FOR
| Bruce Young | Director since 2018 |
Our Board of Directors recommends that you vote FOR
Bruce Young, age 66, has been a member of our Board of Directors since December 2018. Mr. Young joined Brundage-Bone in 1985 and was appointed as its Chief Executive Officer in 2008. Prior to that, Mr. Young managed the concrete pumping operations for Brundage-Bone from 2001 to 2008. Mr. Young has also served as Chief Executive Officer of Eco-Pan since its founding in 1999. Mr. Young started his career in the concrete pumping industry in 1980 with O’Brien Concrete Pumping, eventually moving on to start his own concrete pumping company. We believe that Mr. Young is qualified to serve on our Board of Directors based on his historic knowledge of Brundage-Bone and his extensive industry experience.
Our Board of Directors recommends that you vote FOR
| M. Brent Stevens | Director since 2018 |
Our Board of Directors recommends that you vote FOR
M. Brent Stevens, age 65, has been a member of our Board of Directors since December 2018. Mr. Stevens is the founder and Manager of Peninsula Pacific, a private investment fund focused on investments in the gaming, consumer and industrial sectors. In connection with serving as Manager of Peninsula Pacific, Mr. Stevens served as the Chairman and Chief Executive Officer of Peninsula Gaming, LLC, a company which he founded in 1997 and sold to Boyd Gaming Corporation in 2012. From 1990 through 2010, Mr. Stevens worked in the investment banking group of Jefferies & Company, holding various positions, most recently as an Executive Vice President and Head of Capital Markets. He also served as a member of Jefferies’ Executive Committee. Mr. Stevens received his B.A. in Accounting from the University of Southern California and holds an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Stevens is qualified to serve on our Board of Directors based on his business experience and strong background in finance.
Our Board of Directors recommends that you vote FOR
| Tom Armstrong | Director since 2021 |
Our Board of Directors recommends that you vote FOR
Tom Armstrong, age 72, has been a member of our Board of Directors since April 2021. Mr. Armstrong is the owner of TKA Investments, LLC, a business advisory service. Since 2016, Mr. Armstrong has been a board member of Sigma Electric, Inc. Mr. Armstrong was President and Chief Operating Officer of Engineered Products at Bradken, a U.S. subsidiary of Bradken Ltd. He joined Bradken as part of the AmeriCast Technologies’ acquisition in 2008 where he was the President since 2003. Prior to AmeriCast’s formation in 2003, Mr. Armstrong served as Chairman and CEO of Atchison Casting Corporation in Atchison, Kansas. Previously he held several positions at Texas Steel Company, including President, and served as the President of the Steel Founders’ Society of America. Mr. Armstrong has a Bachelor’s Degree in Industrial and Systems Engineering from Georgia Tech. We believe Mr. Armstrong is qualified to serve on our Board of Directors based on his leadership and business experience; his track record as the Chief Operating Officer of Bradken; and his network of contacts in the industrial manufacturing and services industry.
Our Board of Directors recommends that you vote FOR
| Ryan Beres | Director since 2021 |
Our Board of Directors recommends that you vote FOR
Ryan Beres, age 35, has been a member of our Board of Directors since April 2021, is a Principal of Argand Partners, LP (“Argand”) and a member of the Board of Directors for Brintons Carpets Limited. Prior to his membership on our Board of Directors, he served as a board observer of the Company from December 2018 until April 2021. Previously, Mr. Beres was an Investment Banking Analyst at Goldman Sachs in New York, where he focused on mergers and acquisitions and capital market transactions across a variety of industries including power, energy, chemicals and metals & mining. Mr. Beres graduated cum laude from Hamilton College with a B.A. in Mandarin Chinese and a minor in Government. We believe Mr. Beres is qualified to serve on our Board of Directors based on his business experience, knowledge of the Company, and strong background in finance. Class I Directors to serve until the 2028 Annual Meeting of Stockholders:
Our Board of Directors recommends that you vote FOR
| Stephen Alarcon | Director since 2021 |
Our Board of Directors recommends that you vote FOR
Stephen Alarcon, age 43, is a Vice President at Peninsula Pacific, a private investment fund focused on investments in the gaming, consumer and industrial sectors. Prior to joining Peninsula Pacific in 2013, Mr. Alarcon was a Vice President with Aurora Resurgence where he focused on buyouts and special situations investments for middle-market companies and served on the boards of directors of multiple portfolio companies in North America and Europe. Previously, Mr. Alarcon was an Analyst in the distressed investing team of Highland Capital Management, a global leading alternative investment management firm. Prior to Highland, Mr. Alarcon was an Analyst in the Global Leveraged Finance Group at Lehman Brothers, specializing in high yield and mezzanine underwritings, mergers and acquisitions, and restructuring advisory assignments for companies across a broad range of industries both domestically and internationally. Mr. Alarcon received a Bachelor of Business Administration, with high honors, from the McCombs School of Business at University of Texas at Austin. We believe that Mr. Alarcon is qualified to serve on our Board of Directors based on his business experience, knowledge of the Company, and strong background in finance.
Our Board of Directors recommends that you vote FOR
| Heather L. Faust | Director since 2018 |
Our Board of Directors recommends that you vote FOR
Heather L. Faust, age 46, has been a member of our Board of Directors since December 2018. Ms. Faust is Managing Partner and Co-Founder of Argand, where she has also served as a Partner and member of its Management Committee and Investment Committee since September 2015. Previously, she served as a Managing Partner of CHI Private Equity from February 2015 to July 2015. Prior to joining Castle Harlan, Ms. Faust was a management consultant at McKinsey & Company, where she worked in the United States and abroad across a variety of industries. Ms. Faust advised and directly assisted her clients in defining and implementing key strategic and operational business transformations. Ms. Faust’s experience also includes roles in the consumer industry as well as international development work in the Middle East. She has been a director of Sigma Electric since October 2016, chair of the advisory board for Oase Management GmbH since July 2018, a director of PolyShield Group since March 2020, a member of the supervisory board for Cherry SE (FRA:C3RY) since May 2021, and a director of Kingsland Pointe Holdings, LLC since April 2025. Ms. Faust served as a member of the advisory board of Cherry GmbH from September 2020 until May 2021. Ms. Faust also previously served as a director of Tensar Corporation, Baker & Taylor Acquisitions Corp., IDQ and Ames True Temper, and was previously the Executive Vice President and a member of the board of Industrea Acquisition Corp. (“Industrea”) from April 2017 to December 2018. Ms. Faust graduated Cum Laude from Princeton University with a BSE in Operations Research and Financial Engineering and holds an MBA from the Harvard Business School. We believe Ms. Faust is qualified to serve on our Board of Directors based on her leadership and business experience; her track record as a Managing Partner and Co-Founder of Argand; and her network of contacts in the industrial manufacturing and services industry.
Our Board of Directors recommends that you vote FOR
| David G. Hall | Director since 2018 |
Our Board of Directors recommends that you vote FOR
David G. Hall, age 67, has been a member of our Board of Directors since December 2018. Previously, Mr. Hall served as a director of Industrea from July 2017 to December 2018. Mr. Hall was the Chief Executive Officer of Genuit Group PLC (formerly Polypipe) (LON: GEN) and a member of Genuit’s board of directors from September 2005 to his retirement in October 2017. Genuit is a large European manufacturer of plastic piping and energy efficient ventilation systems for the residential, commercial, civil and Infrastructure sectors. Following a number of divisional Managing Director positions in both private and publicly listed companies, Mr. Hall led the management buyout of Genuit in Sept 2005, and following a number of disposals and acquisitions to reposition and refocus the business after a successful period of private ownership, Genuit listed on the main market of the London Stock Exchange in April 2014. The company achieved FTSE 250 status in January 2016. Mr. Hall has been a non-executive director of Brintons Carpets Limited since February 2018, Chairman of Rocky Holdco Ltd. (holding company of Aspen Pumps) since October 2020 and Bulb Topco Ltd (holding company of Energy Saving Lighting) since October 2021. Mr. Hall served as President of the British Plastics Federation and vice Chairman of the Construction Products Association, and has more than 20 years of experience in the building products industry. Mr. Hall holds a Bachelor of Science in Mechanical Engineering from Kingston University. We believe Mr. Hall is qualified to serve on our Board of Directors based on his leadership and business experience; his track record as the Chief Executive Officer of Genuit; and his network of contacts in the industrial manufacturing and services industry.
Our Board of Directors recommends that you vote FOR
| Iain Humphries | Director since 2018 |
Our Board of Directors recommends that you vote FOR
Iain Humphries, age 51, has served as a member of our Board of Directors since December 2018 and has been our Chief Financial Officer and Secretary since November 2016. Prior to joining CPH, Mr. Humphries was the Chief Financial Officer of Wood Group PSN Americas from 2013 to 2016, having joined Wood Group PLC in 2005. Mr. Humphries has spent almost twenty years working in various finance leadership roles based in the United States and has over 25 years of international financial and management experience in the construction, oil & gas, power generation and public accounting sectors. He is a Chartered Accountant of the Institute of Chartered Accountants of Scotland (ICAS) and holds a 1st Class Honors Degree in Accounting & Finance from The Robert Gordon University located in Aberdeen, Scotland. We believe that Mr. Humphries is qualified to serve on our Board of Directors based on his knowledge of the Company and his extensive international financial and managerial experience.
Summary Compensation Table ("SCT")
Summary Compensation Table ("SCT") The following table sets forth information concerning the compensation of the Company’s NEOs for the Company’s fiscal years ending 2025 and 2024.
Summary Compensation Table ("SCT")
| Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Bruce Young | 2025 | $623,145 | $765,374 | $301,000 | $33,068 | $1,722,587 | | Chief Executive Officer | 2024 | $605,000 | $646,250 | $364,717 | $33,077 | $1,649,044 | | Iain Humphries | 2025 | $468,240 | $583,567 | $234,600 | $33,438 | $1,319,845 | | Chief Financial Officer | 2024 | $424,136 | $448,661 | $263,590 | $31,583 | $1,167,969 |
Summary Compensation Table ("SCT")
| (1) The amounts in this column represents the aggregate grant date fair value of stock awards during each of the years presented, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, without taking into account estimated forfeitures. The assumptions made when calculating the amounts are found in Note 13 “Stock-Based Compensation” to our Consolidated Financial Statements included in the Annual Report on Form 10-K filed with the SEC on January 13, 2026. For information about the equity we granted in fiscal year 2025, see the section titled “Equity Compensation” below. With respect to performance-based stock units granted in fiscal 2025, the grant date fair value is reported based upon the probable outcome of conditions, which assumes the vesting of 100% of the performance-based stock units granted. Assuming the highest level of performance is achieved, the aggregate grant date fair value of the performance-based stock units reflected in the table above would be $1,326,777 for Mr. Young and $1,011,614 for Mr. Humphries, respectively. | | (2) Amounts for fiscal year 2025 represent the cash bonuses earned by the Company’s NEOs. The terms of such cash bonuses are described following this table. |
Summary Compensation Table ("SCT")
| (3) Amounts under the “All Other Compensation” column consist of the following for fiscal year 2025: |
Summary Compensation Table ("SCT")
| a. | For Mr. Young, for fiscal year 2025, $24,000 for a car allowance and $9,068 in Company matching 401(k) contributions on his behalf. | | b. | For Mr. Humphries, for fiscal year 2025, $24,000 for a car allowance and $9,438 in Company matching 401(k) contributions on his behalf. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of October 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(4) | | Bruce Young | 49,564(1) | $316,714 | | | | | | | 23,862(2) | $152,478 | | | | | 33,454(3) | $213,771 | | Iain Humphries | | | | | | | 37,036(1) | $236,660 | | | | | | | 17,036(2) | $108,860 | | | | | 24,846(3) | $158,766 |
Outstanding Equity Awards at Fiscal Year-End
| (1) For Mr. Young and Mr. Humphries, this represents time-based restricted stock units that vest on January 15, 2026, January 15, 2027 & January 15, 2028. | | (2) Represents the awards based on FCF metrics that was achieved on January 15, 2025 and vest on January 15, 2026 & January 15, 2027, in two equal installments. | | (3) Represents market-based stock units reflected at 100% of target performance that will be earned and vest if the closing price of the Company's common stock meet a certain TSR market condition target on October 31, 2026 or October 31, 2027. | | (4) Market value of unvested shares of restricted stock based on closing price of the Company’s common stock on Nasdaq of $6.39 per share on October 31, 2025. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to the Company's Principal Executive Officer ("PEO") and other Named Executive Officer ("Other NEOs" or "Non-PEO NEOs"), alongside certain measures of financial performance being total shareholder return and Net Income, for the years ended October 31 2025, 2024, and 2023.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment based on Total Shareholder Return (4) | Net Income (In thousands) | | 2025 | $1,722,587 | $1,098,883 | $1,319,845 | $838,173 | $100 | $6,373 | | 2024 | $1,649,044 | $815,105 | $1,167,969 | $590,767 | $87 | $16,207 | | 2023 | $998,006 | $1,303,978 | $674,704 | $736,186 | $110 | $31,790 |
PAY VERSUS PERFORMANCE
| (1) Bruce Young served as the Company's PEO during the fiscal years presented. |
PAY VERSUS PERFORMANCE
| (2) The following table presents the amounts added and deducted from the SCT amount to determine the compensation actually paid to the PEO and Non-PEO NEOs in accordance with SEC regulations: |
PAY VERSUS PERFORMANCE
| | 2025 | | 2024 | | 2023 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | SCT Total Compensation | $1,722,587 | $1,319,845 | $1,649,044 | $1,167,969 | $998,006 | $674,704 | | Less: Stock awards reported in SCT | (765,374) | (583,567) | (646,250) | (448,661) | | | | Increase/deduction for Change in Fair Value from grant date to current year-end of Awards Granted in the current year that were outstanding and unvested as of year-end | 15,439 | 11,772 | (262,817) | (174,877) | - | - | | Increase/deduction for Change in Fair Value from prior year-end to current year-end of Awards Granted prior to year-end that were outstanding and unvested as of year-end | 60,777 | 43,394 | - | - | 170,423 | (21,824) | | Increase/deduction for Change in Fair Value from prior year-end to Vesting Date of Awards Granted prior to year-end that vested during year | 65,454 | 46,729 | 75,128 | 46,336 | 135,548 | 83,305 | | Total Adjustments | $1,098,883 | $838,173 | $815,105 | $590,767 | $1,303,978 | $736,186 |
PAY VERSUS PERFORMANCE
| (3) Iain Humphries served as the only other Non-PEO NEO during the fiscal years presented. | | (4) Represents the cumulative shareholder return of a fixed investment of $100 made at the closing price of the Company’s Common Stock at October 31, 2022 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance and do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. From 2024 to 2025, compensation actually paid to the PEO and Non-PEO NEO increased. The key factors that drove the change in pay during this period was the increase in stock price of certain stock units at the end of the period from the stock price as of the grant date, the increase in stock price for stock awards that vested throughout the period at the vest date compared to the stock price at prior fiscal year end and an increase in stock price for unvested stock awards at fiscal year end compared to the stock price at prior fiscal year end. Over the same period, the Company's Total Shareholder Return increased from $87 to $100 increasing compensation actually paid despite the decline in Net Income from $16.2 million to $6.4 million. From 2023 to 2024, compensation actually paid to the PEO and Non-PEO NEO decreased. The key factor that drove the change in pay during this period was the decrease in fair value of stock units granted from their grant date fair value. This was offset by the increase in stock price for stock awards that vested throughout the period at the vest date compared to the stock price at prior fiscal year end. Over the same period, the Company's Total Shareholder Return decreased from $82 to $65 and Net Income decreased from $31.8 million to $16.2 million.