DEF 14A of Avidbank Holdings, Inc.
Filed Apr 7, 2026 · FY20250001437749-26-011595
Proposal One - Election of Directors
Proposal One - Election of Directors You may vote in favor of any or all of the nominees or you may also withhold your vote as to any or all of the nominees. The ten (10) nominees receiving the highest number of affirmative votes of the shares entitled to vote will be elected, assuming a quorum is present. In accordance with California law, each shareholder entitled to vote may vote the shares owned by such shareholder as of the Record Date cumulatively if a shareholder present at the meeting has given notice at the meeting, prior to the voting, of his or her intention to vote cumulatively. If any shareholder has given such notice, then all shareholders entitled to vote for the election of directors may cumulate their votes for candidates properly nominated. The return of an executed proxy card gives the Board of Directors and the proxy holders the authority to also cumulate votes. Under cumulative voting, each share carries as many votes as the number of directors to be elected, and the shareholder may cast all of such votes for a single nominee or may distribute them in any manner among as many nominees as desired. On all other matters submitted to the vote of the shareholders, each shareholder is entitled to one vote for each share of Common Stock owned on the books of the Company as of the Record Date. If shareholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board of Directors are to be voted on this proposal, such shares will be voted in favor of the nominees. If you hold your shares in “street name” and you do not instruct your broker how to vote in the election of directors a broker non-vote will occur and no votes will be cast on your behalf. Votes against any nominee or withheld from any nominee shall have no legal effect assuming a quorum is present. It is therefore critical that you cast your vote if you want it to count in the election of directors.
Election of Directors
Election of Directors
Directors and Nominees
Directors and Nominees Our Board consists of ten (10) directors who have been nominated by the Governance and Nominating Committee of the Board (the “Nominating Committee”), for election at the Annual Meeting. Each director will hold office (subject to our Third Amended and Restated Bylaws (“Bylaws”)) from the time of election until the next annual meeting and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. All of the nominees for director currently serve as directors. No proxy may vote for more than ten (10) nominees for director. You may cumulate your votes in the election of directors by following the procedures described herein. Each nominee has consented to being named as a nominee in this Proxy Statement and to serve as a director, if elected. If any nominee listed in the table below should become unavailable for any reason, which the Board does not anticipate, the proxy will be voted for any substitute nominee or nominees who may be selected by the Board prior to or at the Annual Meeting, or, if no substitute is selected by the Board prior to or at the Annual Meeting, for a motion to reduce the membership of the Board to the number of nominees available. Directors are nominated by our Board, based on the recommendations of the Nominating Committee. As discussed elsewhere in this proxy statement, in evaluating director nominees, the Nominating Committee seeks to nominees with a diverse range of perspectives, background, talent, and expertise to enhance the Board’s governance to effectively carry out its fiduciary responsibilities. The nominees were chosen for their relevant knowledge and industry expertise representing financial services, commercial real estate, legal and accounting, cybersecurity and enterprise risk management, human capital management, investor and public relations, business operations, or strong ties to their local community. The Company believes the directors nominated for election possess complementary skills and personal experiences to enable the Board as a whole to provide sound guidance and effective oversight of the Company’s operations including excellent decision-making ability, personal integrity and reputation, and professional experience. Each nominee also currently serves as a director of Avidbank, a California state-chartered bank and a wholly-owned subsidiary of the Company (the “Bank”) and is nominated and elected annually by the Board to the Bank’s Board of Directors. The following table sets forth the names and ages of our director nominees and the committees on which they serve:
Nominees for Election as Directors
Nominees for Election as Directors
Nominees for Election as Directors
| Name | Age | Since | Audit Committee | Personnel and Compensation Committee | Governance and Nominating Committee | | Mark D. Mordell | 66 | 2006 | | | | | Kristofer W. Biorn | 61 | 2009 | | Member | Chair | | James F. Deutsch | 70 | 2024 | | Member | | | Diane J. Flynn | 63 | 2020 | | Member | Member | | Keith F. Jensen | 67 | 2026 | Member(1) | | | | Linda R. Morris | 67 | 2025 | Member | | | | Bryan C. Polster | 73 | 2007 | Chair(1) | Chair | | | Michael F. Rosinus | 67 | 2014 | Member | Member | | | Robert H. Scott | 71 | 2017 | | | | | Marc J. Verissimo | 70 | 2017 | Member | | Member |
Nominees for Election as Directors
(1) Meets the definition of an “audit committee financial expert” as promulgated by the rules and regulations under the SEC and Nasdaq. Listed below are our director nominees’ biographies. Mark D. Mordell, Chairman, President and Chief Executive Officer. Mr. Mordell joined the board of directors of the Bank in January of 2006 and was appointed Chairman in February of 2007. He was named Chief Executive Officer of Avidbank Holdings and the Bank in March 2012 and brings over 30 years of financial services, real estate and diverse business experience to the Company. In 1991 he founded California Bavarian Corporation and its successor company, CBC Properties, LLC, which was a full service real estate investment and management organization based in Palo Alto. Mr. Mordell also serves as an advisory board member to MMM Management, Inc., the strategic advisor to a family office based in San Francisco. Mr. Mordell is also an Advisory Board Member of the Donovan & Bank Foundation which assists Special Forces Operators transition into a life of peace, contentment and balance. Additionally, Mr. Mordell has served and serves in various community organizations including Stanford University, Peninsula Bridge, Sacred Heart Preparatory School and the Town of Portola Valley. Mr. Mordell received a B.A. in Economics from Stanford University. We believe Mr. Mordell's experience in financial services and real estate and his leadership of the Company qualify him to serve on our board. Kristofer W. Biorn, Board member (Independent Director). Mr. Biorn has been on the Board for 17 years. He is an attorney with the Palo Alto law firm of Crist | Biorn | Shepherd | Roskoph APC since 1995. He specializes in litigation related to estates and trusts, and has extensive experience in estate planning and commercial real estate transactions. He has served on the Silicon Valley Bar Association executive committee and the Palo Alto Family YMCA board of directors. Mr. Biorn received a B.A. in Comparative Area Studies from Duke University and a Juris Doctor degree from University of California College of the Law - San Francisco. We believe Mr. Biorn’s legal background, commercial real estate, business expertise and community leadership qualify him to serve on our board. James F. Deutsch, Board member (Independent Director). Mr. Deutsch has over 40 years of experience in banking. Currently, he is a senior partner with Patriot Financial Partners (“Patriot”), a private equity firm based in Radnor, Pennsylvania and has been with Patriot since January 2012. Prior to joining Patriot in 2012, he served as president, CEO, and founder of Team Capital Bank, a privately held institution headquartered in Bethlehem, Pennsylvania. Before Team Capital, Mr. Deutsch spent over 25 years with Commerce Bank, Brown Brothers Harriman, and Summit Bank. At those banks, he held various management positions in commercial banking, investment banking, and corporate finance. At Patriot, Mr. Deutsch is a member of the Investment Committee, and he also has responsibility for new investment opportunities. He has served on the board of directors of more than ten banks ranging in size from $1 billion to $30 billion in assets. Outside of Patriot, Mr. Deutsch has served on the boards of many not-for- profit agencies and served as Chair on several of those including the State Theatre, Valley Youth House, and Minsi Trails Boy Scouts. Mr. Deutsch previously served on the boards of directors of the following public companies: Trinity Capital (January 2017 – March 2019); MBT Financial (May 2015 – September 2019); Enterprise Financial Services Corporation (Nasdaq: EFSC) (March 2019 – April 2021); and Pacific Mercantile Bancorp (November 2018 – October 2021). In addition, he previously served and currently serves on the boards of directors of the following private companies: Fieldpoint Private Holdings (October 2021 – June 2023), Georgia Banking Company, Inc., (April 2021 – present); and First National Bancshares, Inc. (January 2022 - present). Since February 2026, he also serves on the board of Midland States Bancorp, Inc. (Nasdaq: MSBI). Mr. Deutsch received his B.S. in Finance and his MBA from Lehigh University. We believe Mr. Deutsch’s experience in banking and the financial services industry and community leadership qualify him to serve on our board. Diane J. Flynn, Board member (Independent Director). Ms. Flynn is the Co-Founder and CEO of ReBoot Accel, empowering leaders for greater impact and personal fulfillment and has served this position since 2014. She advises PE Firms and Fortune 500 companies around building inclusive cultures, coaches executives, and facilitates leadership workshops. Ms. Flynn co-authored two books – “50 Questions Inclusive Leaders Ask” and “The Upside,” presenting the business case for diverse workforces and best practices for tapping the potential of each employee. She leads workshops for Stanford Graduate School of Business and has served as guest faculty at the Modern Elder Academy and 1440 Multiversity. She has been featured on The Today Show, NBC’s Morning Joe, ABC News, NPR’s The Takeaway, WSJ and Forbes, and has four top-selling courses at Udemy on AI, Growth Mindset, and Communicating, with over 150,000 students worldwide. Ms. Flynn was previously Chief Marketing Officer of GSVlabs (a.k.a. OneValley), VP of Business Development at Electronic Arts, Inc. (Nasdaq: EA), and an associate consultant at The Boston Consulting Group. Currently, she also serves on the boards at Resurge International, an international humanitarian organization and MixR, Inc., a California based HR Tech startup, and previously served on the boards of Sacred Heart Schools and Santa Lucia Preserve. Ms. Flynn earned a B.A. degree in Economics from Stanford University and an MBA from Harvard University. We believe Ms. Flynn’s extensive experience in leadership development and innovation, knowledge of corporate management, and connection and service to the California community qualify her to serve on our board. Keith F. Jensen, Board member (Independent Director). Mr. Jensen has decades of experience in finance, accounting and public company leadership. He most recently served as Chief Financial Officer of Fortinet, Inc. (Nasdaq: FTNT), a global cybersecurity company, from February 2018 until May 2025, after previously serving as Fortinet’s Chief Accounting Officer beginning in May 2014. Mr. Jensen remains as a strategic advisor to Fortinet. Earlier in his career, Mr. Jensen held senior financial leadership roles at several technology companies, including Chief Administrative Officer and Corporate Controller of DataDirect Networks, Inc., Chief Accounting Officer and CFO of Sybase, Inc. (acquired by SAP America in 2010), and Chief Financial Officer of Dorado Network Systems Corporation. Mr. Jensen also spent about 11 years in public accounting as a senior audit manager with PricewaterhouseCoopers LLP (PwC). Mr. Jensen currently also serves on the board of directors of Keysight Technologies, Inc. (NYSE: KEYS), a company providing electronic design and solutions for industries like communications, aerospace, automotive and semiconductors. Mr. Jensen received a B.S. degree in Business, Finance and Accounting from California State University, Sacramento. We believe Mr. Jensen’s extensive experience as a public company chief financial officer, his deep knowledge of accounting and financial reporting, and his service on public company boards qualify him to serve on our board.
Nominees for Election as Directors
Linda R. Morris, Board member (Independent Director). Ms. Morris previously worked for PNC Bank for approximately 37 years from 1986 to 2023. She was the former Executive Vice President and Head of U.S. Retail Branch Banking and Physical Distribution at PNC Bank where she led a network of around 2,500 branches and 16,000 employees nationwide. She currently works as an executive coach and advisor to senior executives, helping corporate leaders in a variety of industries including financial services, fintech, biotech, construction, etc. through organizational transformation, business scaling, and implementing innovative strategies and leadership pipelines. Ms. Morris has expertise in enterprise risk management, regulatory compliance, strategic planning and human capital management. Ms. Morris earned a B.S. degree in Finance/Economics from University of Southern Indiana (formerly known as Indiana State University Evansville) and an MBA from University of Massachusetts Amherst. We believe Ms. Morris’ extensive experience in bank branch development and knowledge of strategic growth and organizational leadership, qualify her to serve on our board. Bryan C. Polster, Board member (Lead Independent Director). Mr. Polster has more than 40 years of experience in the public accounting profession. He was a partner of Frank, Rimerman + Co. LLP, a certified public accounting firm, serving leading technology, venture capital, and real estate companies in Silicon Valley from August 1985 to his retirement in June 2020. While at Frank, Rimerman + Co. LLP, he served as Managing Partner of the firm from 1995 to 2014 and as Chairman of the Board of Partners from 2014 to 2020. Since his retirement in 2020, Mr. Polster has been self-employed, providing business consulting services to various companies and family offices. Mr. Polster serves on the boards of directors of Camico Mutual Insurance Company, the Sobrato Organization and the Sobrato Family Foundation. He is also serving on the audit committee of the board of Cristo Rey San Jose Jesuit High School. Mr. Polster held a Certified Public Accountant (CPA) license but stopped practicing after his retirement in 2020. Mr. Polster received his B.S. in Accounting and MBA from Indiana University. We believe Mr. Polster’s expertise in accounting, financials and his in-depth knowledge of business operations qualify him to serve on our board. Robert H. Scott, Board member. Mr. Scott currently serves as Managing Director of Strategic Relationships for Venture Lending at the Bank, leveraging his industry expertise and strong connections with venture capital and private equity firms. In November 2022, Mr. Scott founded Let’s Go Racing, a consultancy firm that forges winning partnerships between innovative brands and motorsport teams to drive commercial success. Currently, Mr. Scott serves as a board adviser to Altaeros Inc.—an autonomous aerostat supporting both government and commercial applications; serves as Chairman and Board Member at Trilio, a next-generation data protection and recovery solution for scale-out cloud architectures and serves as a non-executive director to Corero Network Security (LSE: CNS), a data protection company. He is also a member of the Customer Advisory Board at Fortinet (Nasdaq: FTNT), a global leader in cybersecurity. Previously between January 2018 to May 2022, Mr. Scott served as CEO of Cygilant, Inc., a cybersecurity services provider that specialized in helping organizations hunt, detect, and respond to cyberthreats. After its acquisition by SilverSky Inc., he transitioned to the role of Chief Strategy Officer in May 2022 with a focus on strategic partnerships and served on this position until August 2024. Mr. Scott also led Bradford Networks, Inc.—a network security company later acquired by Fortinet between 2015 and 2019, and Clique Intelligence, a software platform for data sharing and collaboration between 2013 and 2015. We believe Mr. Scott’s expertise in cybersecurity technology and experience in business development qualify him to serve on our board. Michael F. Rosinus, Board member (Independent Director). Mr. Rosinus is a finance industry veteran with over 40 years of experience spanning commercial banking, hedge funds, and private equity. He is the founder and principal leader of an investment firm, PTMR Capital Partners LP where he has served since October 2010. Mr. Rosinus has a particular focus on investments in community banks, other financial services companies, and a consumer-packaged goods company. He is the executive chairman and principal shareholder of GoHydrate Inc., a rapidly growing manufacturer and distributor of GoHydrate, an electrolyte drink mix and has served in this position since April 2018. Mr. Rosinus has a long history of serving on various bank boards of directors throughout the country. He previously served on the boards of Bridgeview Bancorp, Inc. and Bridgeview Bank Group, Cordia Bancorp and Bank of Virginia, Home Bancorp Inc. and Homebanc, Highlands Bankshares, Inc. and Highlands Union Bank, and NewDominion Bank. Prior to founding his investment firm, Mr. Rosinus was employed in the banking industry for 18 years, serving as the Chief Lending Officer for M&T Bank in New York City and subsequently the Chief Executive Officer of the Commercial Bank for Citibank in Chicago. He received his B.A. from Hamilton College and MBA from the Stern School of Business, New York University. We believe Mr. Rosinus’ experience in banking and the financial services industry qualifies him to serve on our board. Marc J. Verissimo, Board member (Independent Director). Mr. Verissimo has over 38 years of banking experience, primarily in senior positions. He currently sits on various boards of directors, consulting and advising businesses and companies after retiring from serving on several leadership positions at Silicon Valley Bank (“SVB”) in 2016. Mr. Verissimo started his career in banking with Bank of America and First Interstate Bank. In 1982, he founded the technology banking practice at Comerica Bank (Dallas, Texas) and managed the Bank’s lending group. In 1993, he joined SVB. Over the next 23 years with SVB, Mr. Verissimo served on the executive committee and worked in multiple roles including head of SVB’s California banking, twice as interim Chief Financial Officer, and his last role as Chief Risk Officer. In these positions he led SVB’s California banking team, oversaw the Bank’s overseas expansion into the United Kingdom, China, Israel, and India, with responsibility for IT, HR, legal, enterprise risk management, cybersecurity, compliance, credit review, and regulatory relations among other responsibilities. Mr. Verissimo served on the boards of Pollen VC, a private equity backed fintech company from 2018 to 2023 and spent six years on the UC Davis endowment as a trustee on the finance committee. He currently sits on the board of Customer Vineyard, bringing big data analytics to the wine industry and on the board of Lighter Capital, a fintech financing company for startups. He received his B.S. in Finance from the University of California, Davis and an MBA from Harvard Business School. We believe Mr. Verissimo’s banking expertise qualifies him to serve on our board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH BOARD OF DIRECTOR NOMINEE UNDER PROPOSAL ONE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH BOARD OF DIRECTOR NOMINEE UNDER PROPOSAL ONE
INFORMATION CONCERNING OUR BOARD OF DIRECTORS & EXECUTIVE OFFICERS
INFORMATION CONCERNING OUR BOARD OF DIRECTORS & EXECUTIVE OFFICERS
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information regarding compensation paid, earned or awarded to each of the non-employee directors of the Company during the year ended December 31, 2025, for service as members of our boards of directors and committees. The table also includes compensation attributable to the director’s service with the Bank.
Non-Employee Director Compensation
| | Fees Earned | | | | | Name | Cash | Restricted Stock Awards (1) | All Other Compensation | Total | | Kristofer W. Biorn | $42,504 | $30,525 | $— | $73,029 | | James F. Deutsch | 42,504 | 30,525 | — | 73,029 | | Diane J. Flynn | 37,500 | 30,525 | — | 68,025 | | Lisa B. Hendrickson (2) | 45,000 | 30,525 | — | 75,525 | | Keith F. Jensen (3) | — | — | — | — | | Linda R. Morris (4) | 24,794 | 29,985 | — | 54,779 | | Bryan C. Polster | 52,500 | 30,525 | — | 83,025 | | Michael F. Rosinus | 42,504 | 30,525 | — | 73,029 | | Robert H. Scott (5) | 9,375 | — | 307,284 | 316,659 | | Marc J. Verissimo | 45,000 | 30,525 | — | 75,525 |
Non-Employee Director Compensation
| (1) The amounts reported here do not reflect the actual economic value realized by each director. In accordance with SEC rules, stock awards represent the grant date fair value of the awards, calculated in accordance with Accounting Standards Update 2018-07, “Compensation—Stock Compensation (Topic 718).” For additional information, see Note 1 in our consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 included in our annual report on Form 10-K filed with the SEC on March 18, 2026. The assumptions used in calculating the grant date fair value of the stock awards reported in this table are set forth in the section entitled “Narrative Disclosure to Summary Compensation Table—Stock Based Compensation.” The shares of restricted common stock reported here were granted to the respective directors in 2025 and are unvested as of December 31, 2025. Each of the directors held the following number of unvested shares of restricted stock at December 31, 2025: Messrs. Biorn, Deutsch, Polster, Rosinus, Scott and Verissimo and Mses. Flynn and Morris each held 1,500 shares of restricted common stock; and Mr. Scott held 4,500 shares of restricted common stock for serving as the Managing Director of Strategic Relationships as reported in the “All Other Compensation” column in the table above. | | (2) Ms. Hendrickson retired from the Board effective December 31, 2025. | | (3) Mr. Jensen joined the Board in March 2026 and did not receive any compensation in the year ended December 31, 2025. | | (4) Ms. Morris joined the Board in June 2025. | | (5) The amounts reported above to Robert H. Scott include the compensation paid to him as an employee of the Bank. Mr. Scott was compensated $9,375 in cash for serving as a director from October 1, 2025 to December 31, 2025. From January 1, 2025 to September 30, 2025, Mr. Scott was employed by the Bank as the Managing Director of Strategic Relationships, and Mr. Scott did not receive any compensation for serving on the board of directors during this time. As the Managing Director of Strategic Relationships for the Bank, Mr. Scott received a periodically adjusted base salary (set at $250,000 per year), an annual bonus payable at the discretion of the Board of Directors, and participation rights in the Bank and Company’s cash and equity incentive plans, as the case may be. Mr. Scott received coverage under the Bank’s medical, dental, life and disability insurance and also received other benefits paid or provided by the Company to its employees generally. As the Managing Director of Strategic Relationships for the Bank, in 2025 Mr. Scott received total compensation and employee benefits of $307,284 as reported in the “All Other Compensation” column in the table above, which includes $196,136 pro rated base salary, $5,882 for 401(k) plan match, $20,171 for Company paid insurance coverage and $85,095 worth of restricted stock awards. |
Non-Employee Director Compensation
For the year ended December 31, 2025, each of our directors was generally entitled to an annual cash retainer of $35,000 plus an additional $2,500 for each committee appointment. The committee chairs earned an additional $2,500 and our lead independent director received an additional $5,000. We compensated our directors on a monthly basis, and the payments were rounded up to the nearest whole dollar value. In addition, our directors are eligible to receive equity-based compensation awards. We also offer reimbursements to our directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our board of directors and committees thereof.
Summary Compensation Table
Summary Compensation Table The summary compensation table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2025 and 2024. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred. The table below sets forth information concerning the compensation of Mark D. Mordell, our principal executive officer, and the other two most highly compensated executive officers during the fiscal year ended December 31, 2025 and 2024. Each individual listed in the following table is a named executive officer.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Cash Bonus ($) | Stock Equity Awards under Incentive Plan ($) (1) | All Other Compensation ($) (2) | Total Compensation ($) | | Mark D. Mordell | 2025 | 525,000 | 590,130 | 231,961 | 72,774 | 1,419,865 | | Chairman and Chief Executive Officer | 2024 | 525,000 | 376,240 | 1,179,493 | 70,694 | 2,151,427 | | Patrick T. Oakes | 2025 | 365,181 | 319,805 | 140,124 | 37,980 | 863,090 | | Executive Vice President and Chief Financial Officer | 2024 | 357,000 | 174,440 | 100,217 | 35,835 | 667,492 | | Gina Thoma-Peterson | 2025 | 335,070 | 298,205 | 129,986 | 21,050 | 784,311 | | Executive Vice President and Chief Operating Officer | 2024 | 325,500 | 159,045 | 91,640 | 21,984 | 598,169 |
Summary Compensation Table
| (1) The amounts reported here do not reflect the actual economic value realized by each named executive officer. In accordance with SEC rules, stock awards represent the grant date fair value of the awards, calculated in accordance with Accounting Standards Update 2018-07, “Compensation—Stock Compensation (Topic 718).” For additional information, see Note 1 in our consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 included in our annual report on Form 10-K filed with the SEC on March 18, 2026. The assumptions used in calculating the grant date fair value of the stock awards reported in this table are set forth in the section entitled “Narrative Disclosure to Summary Compensation Table—Stock Based Compensation.” |
Summary Compensation Table
| (2) The amounts in this column include the following elements of compensation: |
Summary Compensation Table
| Name | Year | 401(k) Match ($) | Company Paid Insurance ($) | Country Club Dues ($) | Medical Benefit Reimbursement ($) | Company Car ($) | Other ($) | Total ($) | | Mark D. Mordell | 2025 | 10,500 | 20,930 | 18,375 | 8,625 | 14,244 | 100 | 72,774 | | | 2024 | 10,300 | 19,918 | 18,020 | 8,312 | 14,244 | — | 70,694 | | Patrick T. Oakes | 2025 | 10,955 | 26,647 | — | — | — | 378 | 37,980 | | | 2024 | 10,300 | 25,535 | — | — | — | — | 35,835 | | Gina Thoma-Peterson | 2025 | 7,137 | 13,813 | — | — | — | 100 | 21,050 | | | 2024 | 9,283 | 12,701 | — | — | — | — | 21,984 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding restricted stock awards held by our named executive officers as of December 31, 2025. There are no outstanding stock options held by any of our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | 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 ($)(2) | | Mark D. Mordell | 2,357 | 62,602 | | (4) | | | 3,610 | 95,882 | | (5) | | | 3,554 | 94,394 | | (6) | | | 3,590 | 95,350 | | (7) | | | 5,350 | 142,096 | | (8) | | | 1,000 | 26,560 | | (9) | | | 3,090 | 82,070 | | (10) | | | | | 53,763 | 1,427,945(3) | | Patrick T. Oakes | 1,044 | 27,729 | | (4) | | | 2,460 | 65,338 | | (5) | | | 1,647 | 43,744 | | (6) | | | 2,440 | 64,806 | | (7) | | | 2,480 | 65,869 | | (8) | | | 1,000 | 26,560 | | (9) | | | 2,155 | 57,237 | | (10) | | Gina Thoma-Peterson | 950 | 25,232 | | (4) | | | 2,240 | 59,494 | | (5) | | | 1,507 | 40,026 | | (6) | | | 2,230 | 59,229 | | (7) | | | 2,260 | 60,026 | | (8) | | | 1,000 | 26,560 | | (9) | | | 1,965 | 52,190 | | (10) |
Outstanding Equity Awards at Fiscal Year End
| (1) Except where otherwise indicated, shares granted will vest on the third (3rd) year from date of grant provided the named executive officer remains employed with us as of the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year End
| (2) The market value for our common stock is based on the last sales price of our common stock on December 31, 2025, on the Nasdaq Global Select Market, which was $26.56 per share. |
Outstanding Equity Awards at Fiscal Year End
| (3) 53,763 shares of restricted common stock were granted to Mr. Mordell in June 2024. Such grants are not earned and will not vest until the satisfaction of both of the following conditions (i) continuous service through the third-year anniversary of the grant date and (ii) the successful execution of a CEO succession plan, including, without limitation, (a) identification of CEO candidates; (b) interview of potential CEO replacements; (c) negotiation and preparation of a CEO compensation package and (d) employment of a successor CEO. Such grant will expire on June 20, 2031, if the two conditions are not satisfied except that the board of directors may determine the satisfaction of the CEO succession condition as described under (ii). In the event of Mr. Mordell’s termination of employment due to death or disability, all of the foregoing shares shall vest immediately in full. |
Outstanding Equity Awards at Fiscal Year End
| (4) Granted pursuant to the 2022 Equity Incentive Plan and vested on February 24, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (5) Granted pursuant to the 2022 Equity Incentive Plan and will vest on October 2, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (6) Granted pursuant to the 2022 Equity Incentive Plan and will vest on February 23, 2027. |
Outstanding Equity Awards at Fiscal Year End
| (7) Granted pursuant to the 2022 Equity Incentive Plan and will vest on November 19, 2027. |
Outstanding Equity Awards at Fiscal Year End
| (8) Granted pursuant to the 2022 Equity Incentive Plan and will vest on February 14, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (9) Granted pursuant to the 2022 Equity Incentive Plan and will vest on September 30, 2028. |
Outstanding Equity Awards at Fiscal Year End
| (10) Granted pursuant to the 2022 Equity Incentive Plan and will vest on October 24, 2028. |