DEF 14A of NRC Health
Filed May 8, 2026 · FY20250001437749-26-015775
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Introductory Note Regarding the Recent Declassification of our Board
Introductory Note Regarding the Recent Declassification of our Board On April 15, 2026, our Board of Directors unanimously approved amendments to our Bylaws to declassify the Board, which were effective immediately. Previously, our Bylaws provided that the directors were divided into three classes, with staggered terms of three years each. At previous annual meetings, our stockholders elected approximately one-third of the directors to serve a three-year term and until their successors were duly elected and qualified. Following the amendment to our Bylaws, directors are no longer divided into separate classes and all directors are elected annually, to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. In order to further facilitate the declassification of our Board, each of our directors who had a term that was to expire after the Annual Meeting under our classified board structure has submitted to us a resignation, which is effective immediately prior to the commencement of the Annual Meeting, resigning from the balance of their term as director. Accordingly, all incumbent directors’ terms will terminate immediately prior to the Annual Meeting and all incumbent directors have been nominated for reelection to serve until the 2027 annual meeting or until their successors are duly elected and qualified.
Proposal Details
Proposal Details Unless stockholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the seven persons named as nominees herein. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Each director will be elected by a majority of the votes cast at the Annual Meeting (assuming a quorum is present) in an uncontested election. Consequently, any shares not voted at the Annual Meeting, whether due to abstentions, broker non-votes or otherwise, will have no impact on the election of the directors. Votes will be tabulated by an inspector of elections appointed by the Board. The following sets forth certain information about the Board’s nominees for election at the Annual Meeting. Currently, three of our seven Board members and nominees are women or ethnic minorities.
Director Nominees
Director Nominees Parul Bhandari, 50, has served as a director of the Company since May 2022. Ms. Bhandari has more than 20 years of experience driving growth and innovation at the world’s leading technology and business development companies. Since 2012, she has held various leadership roles at Microsoft Corporation, a global technology company (NASDAQ: MSFT). Currently, Ms. Bhandari is the Director, Partner Strategy, Worldwide Telco, Media & Gaming at Microsoft, where she contributes to global partner recruiting, enablement and engagement. Previously, Ms. Bhandari was focused on leading Data and Machine Learning for Microsoft’s Worldwide Public Sector. Prior to joining Microsoft, Ms. Bhandari served as Vice President of Business Development and Alliances for the management consulting firm Acelsior, teaming with large defense contractors. Ms. Bhandari has served as a director of Timberland Bancorp, Inc. (NASDAQ: TSBK) since 2021. Ms. Bhandari also served as a director of Cartica Acquisition Corp (NASDAQ: CITE), a blank check company, from January 2022 to May 2023. Ms. Bhandari’s expertise as an accomplished technology leader, leveraging data and AI, as well as her experience driving industry solutions and engaging in digital transformation initiatives, led to the conclusion that she should serve as a director of the Company. Donald M. Berwick, 79, has served as a director of the Company since October 2015. Dr. Berwick is the former President and Chief Executive Officer of the Institute for Healthcare Improvement, a nonprofit focused on improving healthcare worldwide, which he co-founded and led for almost 20 years, and where he now serves as President Emeritus. He has also been a Lecturer in the Department of Health Care Policy at Harvard Medical School. In 2026, Dr. Berwick joined the Board of Directors of BMC Hospitals Group, a consortium of Boston’s safety net hospitals. From July 2010 to December 2011, Dr. Berwick served as the Administrator of the Centers for Medicare and Medicaid Services as an appointee of President Barack Obama. Dr. Berwick previously served on the faculty of the Harvard Medical School and the Harvard School of Public Health (from 1974 to 2010). He was also vice chair of the U.S. Preventive Services Task Force (from 1990 to 1995), the first “Independent Member” of the Board of Trustees of the American Hospital Association (from 1996 to 1999) and the chair of the National Advisory Council of the Agency for Healthcare Research and Quality (from 1995 to 1999). Dr. Berwick’s expertise as a professional, administrator, lecturer and educator in the field of healthcare led to the conclusion that he should serve as a director of the Company. Trent Green, 54, has served as our Chief Executive Officer since June 2025. Prior to joining the Company, Mr. Green served as Chief Executive Officer of Amazon One Medical, a hybrid primary care provider owned by Amazon, from September 2023 to February 2025 and as Chief Operating Officer of Amazon One Medical from July 2022 through August 2023. Prior to Amazon One Medical, Mr. Green served in various roles at Legacy Health, a nonprofit healthcare system, including Senior Vice President and Chief Operating Officer between 2019 and 2022, President, Emanuel Medical Center, between 2017 and 2019, and Senior Vice President and Chief Strategy Officer between 2008 and 2017. From 1999 to 2008, Mr. Green was a management consultant for Tiber Group/Navigant Consulting (now Guidehouse). Recognized as a visionary leader in the industry, Mr. Green was named to the inaugural TIME 100 Most Influential People in Health list and previously earned recognition as one of Modern Healthcare’s Top 100 Healthcare Executives. Mr. Green’s extensive experience in the healthcare industry, as well as his insight as our Chief Executive Officer, led to the conclusion that he should serve as a director of the Company. Michael D. Hays, 71, has served as a director since he founded the Company in 1981 and as Chair since June 2025. He also served as President of the Company from 1981 to 2004, from July 2008 to July 2011, and from October 2020 to May 2025, and as Chief Executive Officer from 1981 to May 2025. Prior to founding the Company, Mr. Hays served for seven years as a Vice President and a director of SRI Research Center, Inc. (n/k/a the Gallup Organization). Mr. Hays’ background as founder of the Company, and his long and successful tenure as Chief Executive Officer and a director, led to the conclusion that he should serve as a director of the Company. Stephen H. Lockhart, 67, has served as a director of the Company since May 2021. Dr. Lockhart served as senior vice president and chief medical officer for Sutter Health Network, a not-for-profit system of hospitals, physician organizations, and research institutions in Northern California, from 2015 to 2021. Prior to that role, Dr. Lockhart served as Sutter Health Network’s regional chief medical officer for the East Bay Region from 2010 to 2015. From 2008 to 2010, Dr. Lockhart served as the chief administrative officer at the St. Luke’s campus of Sutter’s California Pacific Medical Center. In 2017, Dr. Lockhart was named to California Governor Brown’s Advisory Committee on Precision Medicine as part of California’s effort to use advanced computing and technology to better understand, treat, and prevent disease. Dr. Lockhart serves on the boards of Molina Healthcare, Inc. (NYSE: MOH), a health plan provider under Medicaid and Medicare programs and in state insurance marketplaces, and West Pharmaceutical Services, Inc. (NYSE: WST), a leading global manufacturer of integrated containment and delivery systems for injectable medicines. Dr. Lockhart also serves on the board of the David and Lucile Packard Foundation and is chairman of Parks California – a nonprofit dedicated to supporting California's parks and public lands. Dr. Lockhart’s 36 years of experience in the healthcare industry and his background as medical provider and administrator in a large healthcare system led to the conclusion that he should serve as a director of the Company. John N. Nunnelly, 73, has served as a director of the Company since December 1997, and lead director since May 2012. Mr. Nunnelly is a retired Group President from McKesson Corporation, a leader in pharmaceutical distribution and healthcare information technology. During his 28-year career at McKesson, Mr. Nunnelly served in a variety of other positions, including Vice President of Strategic Planning and Business Development, Vice President and General Manager of the Amherst Product Group and Vice President of Sales-Decision Support. These responsibilities included leading several business units, including one with over $360 million in annual revenue. In addition, he was involved in managing a number of mergers and acquisitions. Mr. Nunnelly has also served as an adjunct professor at the University of Massachusetts, School of Nursing, advising students and faculty on matters pertaining to healthcare information technology. These experiences and Mr. Nunnelly’s expertise as a professional and educator in the field of healthcare information technology led to the conclusion that he should serve as a director of the Company.
Director Nominees
Penny A. Wheeler, 67, has served as a director of the Company since May 2021. From 2015 to 2021, Dr. Wheeler served as the chief executive officer of Allina Health, a not-for-profit healthcare system serving over 1.5 million individuals in Minnesota and western Wisconsin. Prior to that role she served as chief clinical officer since 2006. For 20 years, Dr. Wheeler has also served as a board certified obstetrician/gynecologist where she spent considerable time interacting with, and caring for, patients and the community. In 2015, Minnesota Governor Mark Dayton appointed Dr. Wheeler to the Taskforce for Health Care Financing, and Dr. Wheeler has been named as one of the top 25 women in healthcare by Modern Healthcare magazine. Dr. Wheeler currently serves as a Regent of the University of Minnesota. She is past chair of the University's Academic Health Committee and currently chairs the Finance Committee of the Board of Regents. She is also on the Board of Cedar Cares, an organization that eases the patient billing experience through customized engagement. Dr. Wheeler’s past leadership experiences in the healthcare industry led to the conclusion that she should serve as a director of the Company. THE BOARD UNANIMOUSLY RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH STOCKHOLDER TO VOTE “FOR” SUCH NOMINEES. SHARES OF THE COMPANY’S COMMON STOCK REPRESENTED BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED “FOR” SUCH NOMINEES.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Independent Directors and Annual Meeting Attendance
Independent Directors and Annual Meeting Attendance Of the seven directors currently serving on the Board, the Board has determined that Donald M. Berwick, Parul Bhandari, Stephen H. Lockhart, John N. Nunnelly, and Penny A. Wheeler are “independent directors” as that term is defined in the listing standards of The NASDAQ Stock Market. We do not have a policy regarding director attendance at our annual meetings of stockholders. Three of our board members attended our 2025 annual meeting of stockholders. Currently, Mike Hays serves as Chair of the Board. While our Chair and chief executive officer are currently separate, we do not have a policy on whether the roles of chief executive officer and Chair must be separate. The Board has, however, designated a lead director since 2007, with Mr. Nunnelly serving as the lead director since May 2012. The lead director is an independent director who is appointed by the independent directors and who works closely with the chief executive officer and Chair. In addition to serving as the principal liaison between the independent directors and the chief executive officer and Chair in matters relating to the Board as a whole, the primary responsibilities of the lead director are as follows:
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION Directors who are employees of the Company receive no compensation for service as members of either the Board or committees thereof. Directors who are not employees of the Company were entitled to receive the following in 2025:
2025 DIRECTOR COMPENSATION
| ● | an annual fixed fee of $75,000 for the lead director and $50,000 for each other director; |
2025 DIRECTOR COMPENSATION
| ● | a cash payment of up to $50,000, conditioned on each director’s in-person participation in at least two in-person meetings for the year, to be paid in $25,000 increments per in-person meeting attended (the “Director Cash Payment”); |
2025 DIRECTOR COMPENSATION
| ● | a grant of an option to purchase shares of our Common Stock with a target grant date fair value of approximately $50,000, rounded to the nearest whole share and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), or successor rule, conditioned on each director’s in-person participation in both of the two in-person meetings for the year (the “Director Equity Award”); and |
2025 DIRECTOR COMPENSATION
| ● | pursuant to the National Research Corporation 2004 Non-Employee Director Stock Plan, as amended (the “2004 Director Stock Plan”), each director who is not an associate (i.e., employee) of the Company also received an annual grant of an option to purchase shares of our Common Stock on the date of each Annual Meeting of Stockholders with a target grant date fair value of approximately $100,000, rounded to the nearest whole share and computed in accordance with FASB ASC Topic 718, or successor rule, an exercise price equal to the fair market value of our Common Stock on the date of grant, and scheduled to vest the day immediately preceding the next annual meeting of stockholders. |
2025 DIRECTOR COMPENSATION
Directors are also reimbursed for out-of-pocket expenses associated with attending meetings of the Board and committees thereof. We also cover the expense of our directors and executive officers for complying with their SEC reporting obligations, including under Section 16(a) and Section 13(d) of the Exchange Act. The options granted to our directors during 2025 were granted in accordance with our Board’s standard practice of making annual options grants effective on the date of the annual meeting of stockholders. The timing of the grants was not tied to the timing of any release of material nonpublic information. The following table sets forth information regarding the compensation received by each of our non-employee directors during 2025:
2025 DIRECTOR COMPENSATION
| Director | Fees Earned or Paid in Cash (1) | Option Awards(2) | Total | | Donald M. Berwick | $100,000 | $150,000 | $250,000 | | Parul Bhandari | $75,000 | $100,000 | $175,000 | | Stephen H. Lockhart | $75,000 | $100,000 | $175,000 | | John N. Nunnelly | $125,000 | $150,000 | $275,000 | | Penny A. Wheeler | $100,000 | $150,000 | $250,000 |
2025 DIRECTOR COMPENSATION
(1) Includes the annual cash fixed fee plus the earned portion of the Director Cash Payment. (2) Represents the aggregate grant date fair value of option awards granted during the year, computed in accordance with FASB ASC Topic 718. See Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of assumptions made in the valuation of share-based compensation. For Dr. Berwick, Mr. Nunnelly, and Dr. Wheeler, amount reflects options earned in respect of the Director Equity Award. As of December 31, 2025, the outstanding option awards for each director were as follows: Dr. Berwick – 109,201 options; Ms. Bhandari – 77,365 options; Dr. Lockhart – 79,398 options; Mr. Nunnelly – 112,780 options; and Dr. Wheeler – 102,023 options.
Overview of Executive Compensation Philosophy
| ● | Competitive Pay for Our Market. We strive to compensate our executive officers at levels to ensure that we continue to attract and retain a highly competent and committed management team. |
Total Compensation
Total Compensation In 2025, the Company underwent significant leadership changes which impacted our Named Executive Officers’ Compensation. On February 26, 2025, Mr. Green was appointed our chief executive officer, effective as of June 1, 2025. Mr. Green succeeds our previous CEO and founder, Mike Hays, who led the Company for 45 years. On August 25, 2025, Mr. Harrison was appointed our chief financial officer, effective September 25, 2025. In addition, Ms. Hrdy, Mr. Monnich, and Mr. Rau were each promoted to Executive Vice President during 2025. In connection with these leadership changes and related changes to the Company’s strategic plan, the Compensation Committee awarded Mr. Monnich and Ms. Hrdy cash bonuses and significant long-term equity awards, as described in more detail below. In addition, Mr. Rau participated in a sales-based short-term cash incentive plan in 2025 and received an equity award in March 2026.We believe that the total compensation paid or awarded to our Named Executive Officers during 2025 was consistent with our financial performance, the individual performance of each of our Named Executive Officers, and the expected contributions of our Named Executive Officers in connection with fulfilling their new roles. The Compensation Committee also sought to align the compensation structure of Mr. Harrison, Ms. Hrdy, Mr. Monnich, and Mr. Rau with that of Mr. Green in order to more closely align incentives among members of the executive team as they work to deliver on our strategic plan. We believe that this total compensation was reasonable in its totality and is consistent with our compensation philosophies described above.
Short-Term and Long-Term Cash Incentive
Short-Term and Long-Term Cash Incentive We did not adopt a short-term or long-term cash incentive program for our Named Executive Officers in 2025, with the exception of Mr. Rau. In lieu of such program, the Compensation Committee approved cash bonus awards to be paid to our Named Executive Officers, other than Mr. Hays, Ms. Stacy, and Mr. Rau, in conjunction with the significant equity awards described under “Long-Term Equity Incentive” below. As the leader of our sales team, Mr. Rau participated in a separate short-term cash incentive program tied to sales goals. The cash bonus and incentive awards for 2025 were as follows:
Short-Term and Long-Term Cash Incentive
| 2025 Cash Bonus and Incentive Awards | | | Trent Green | $4,503,333 | | Shane Harrison | $100,000 | | Helen Hrdy | $826,667 | | Andy Monnich | $826,667 | | Jason Rau | $249,515 |
Short-Term and Long-Term Cash Incentive
The cash bonus awards were made in recognition of the Named Executive Officers’ performance and expected contributions to the Company, including (1) in the case of Mr. Green and Mr. Harrison, as an inducement to join the Company as chief executive officer and chief financial officer, respectively, and (2) in the case of Ms. Hrdy and Mr. Monnich, in recognition of their increased roles and responsibilities upon promotion to Executive Vice Presidents. The cash bonuses awarded to Mr. Green, Ms. Hrdy, and Mr. Monnich were equal to approximately 66 2/3% of the respective values of their long-term equity awards granted in 2025. These equity grants were comprised of fully vested shares, subject to certain transfer and other restrictions described below, and, as a result, were intended to be taxable to these individuals in 2025. Accordingly, the bonuses granted to these individuals were intended in part to help offset the cash tax obligations associated with such equity awards, as the transfer restrictions associated with these awards prevented them from selling or otherwise monetizing the shares to cover such tax obligations. Mr. Rau’s cash incentive amount reflects his participation in a separate short-term cash incentive program applicable to senior sales leaders and based on sales targets. Mr. Rau’s initial incentive plan had an annual target incentive amount of $250,000 based on achievement of quarterly sales targets, which was subject to upward or downward adjustment based on incremental achievement. Mr. Rau’s incentive plan was amended in August 2025 to reflect a new annual target of $200,000 based on an annual sales target, which was subject to upward or downward adjustment based on incremental achievement. Specific sales targets are not disclosed as such disclosure would result in competitive harm. However, the sales targets are set at levels we believe to be achievable in connection with strong performance.
Long-Term Equity Incentive
Long-Term Equity Incentive The Compensation Committee awarded significant equity grants to our Named Executive Officers in 2025 in connection with the refresh of our executive leadership team and associated changes to our strategic plan. The equity awards were intended to align the compensation of the Named Executive Officers with our stockholders’ interests and perspectives through meaningful stock ownership, with the exception of Mr. Hays, who received a more modest equity grant consistent with his historic compensation levels. Each of the Named Executive Officer’s 2025 equity awards is described below. The awards granted to Mr. Green, Mr. Harrison, Ms. Hrdy, and Mr. Monnich were amended in 2026. See “Compensation Decisions with Respect to 2026” for additional information.
Long-Term Equity Incentive
| ● | Mr. Green – a grant of 500,000 shares of the Company’s common stock (the “Green Shares”), subject to the following restrictions: (i) the Company had the option to repurchase the Green Shares for $1.00 if Mr. Green was terminated for cause or resigned without good reason prior to the third anniversary of June 1, 2025, the effective date of his appointment as CEO (the “Green Effective Date”), (ii) prior to the third anniversary of the Green Effective Date, the Green Shares may not be transferred, except (a) with the consent of the Company or (b) to certain family members, trusts for the benefit of such family members, or upon death, incompetency, or disability, and (iii) after the third anniversary of the Green Effective Date, only 50% of the Green Shares may be transferred during Mr. Green’s employment by the Company. |
Long-Term Equity Incentive
| ● | Mr. Harrison – a grant of 172,000 restricted shares of the Company’s common stock (the “Harrison Shares”) with the following terms: (i) subject to Mr. Harrison’s continued employment, 25% of the Harrison Shares vest 90 days after September 29, 2025 (the “Harrison Effective Date”), 25% of the Harrison Shares vest on the first anniversary of the Harrison Effective Date, 25% of the Harrison Shares vest on the second anniversary of the Harrison Effective Date, and 25% of the Harrison Shares vest on the third anniversary of the Harrison Effective Date, (ii) all unvested Harrison Shares will fully vest upon a “double trigger” of a change in control and termination without cause or resignation with good reason within 90 days prior to or one year after the change in control, and (iii) Mr. Harrison will hold at least 75% of the net vested Harrison Shares (less any shares sold or withheld to fund taxes on vesting) until the value of the Harrison Shares held is at least two times his annual base salary and he will continue to hold Harrison Shares worth at least two times his annual base salary for the duration of his employment. |
Long-Term Equity Incentive
| ● | Ms. Hrdy – a grant of 100,000 shares of the Company’s common stock (the “Hrdy Shares”) issued on April 7, 2025 (the “Hrdy Grant Date”), subject to the following restrictions: (i) the Company had the option to repurchase the Hrdy Shares for $1.00 if Ms. Hrdy was terminated for cause or resigned without good reason prior to the third anniversary of the Hrdy Grant Date, (ii) prior to the third anniversary of the Hrdy Grant Date, the Hrdy Shares may not be transferred, except (a) with the consent of the Company or (b) to certain family members, trusts for the benefit of such family members, or upon death, incompetency, or disability, and (iii) after the third anniversary of the Hrdy Grant Date, only 50% of the Hrdy Shares may be transferred during Ms. Hrdy’s employment by the Company. In connection with the grant of this award, Ms. Hrdy forfeited an unvested performance-based option to purchase 100,000 shares of the Company’s common stock granted in 2024, which had a grant date fair value of approximately $1.1 million. |
Long-Term Equity Incentive
| ● | Mr. Monnich – a grant of 100,000 shares of the Company’s common stock (the “Monnich Shares”) issued on April 7, 2025 (the “Monnich Grant Date”), subject to the following restrictions: (i) the Company had the option to repurchase the Monnich Shares for $1.00 if Mr. Monnich was terminated for cause or resigned without good reason prior to the third anniversary of the Monnich Grant Date, (ii) prior to the third anniversary of the Monnich Grant Date, the Monnich Shares may not be transferred, except (a) with the consent of the Company or (b) to certain family members, trusts for the benefit of such family members, or upon death, incompetency, or disability, and (iii) after the third anniversary of the Monnich Grant Date, only 50% of the Monnich Shares may be transferred during Mr. Monnich’s employment by the Company. In connection with the grant of this award, Mr. Monnich forfeited an unvested performance-based option to purchase 100,000 shares of the Company’s common stock granted in 2024, which had a grant date fair value of approximately $1.1 million. |
Long-Term Equity Incentive
| ● | Mr. Rau – Mr. Rau did not receive an equity incentive award in 2025, but did receive such an award in 2026. See “Compensation Decisions with Respect to 2026” for additional information. |
Long-Term Equity Incentive
| ● | Mr. Hays – a grant of 11,021 stock options with an exercise price of $17.34, the closing price of the Company’s common stock the date prior to the grant date. These options vest and become fully exercisable on January 10, 2030. |
Long-Term Equity Incentive
The Compensation Committee does not grant option awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the Company for the purpose of affecting the value of executive compensation.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Mr. Hays is employed at will and does not have an employment agreement or other agreement providing for payment in connection with his termination or a change in control of the Company. Ms. Stacy was an independent contractor in 2025 and was not entitled to any payments in connection with her termination or a change in control of the Company. Each of Mr. Green, Ms. Hrdy, and Mr. Monnich are party to an agreement with the Company pursuant to which they are entitled to one-year of salary continuation payments at their then-current salary in the event of their termination without cause or resignation with good reason, regardless of whether in connection with a change in control of the Company; provided that such termination occurs (1) in the case of Mr. Green, after June 1, 2028; and (2) in the case of Ms. Hrdy and Mr. Monnich, after April 7, 2028. Mr. Harrison is party to an agreement with the Company pursuant to which he is entitled to one-year of salary continuation payments at his then current salary in the event of his termination without cause or resignation with good reason. In addition, in the event of Mr. Harrison’s termination without cause or resignation with good reason within 90 days prior to or one year after a change in control of the Company, all then-unvested shares underlying the 172,000 restricted share grant Mr. Harrison received in 2025 vest (i.e., a “double trigger” accelerated vesting). Mr. Rau is party to an agreement with the Company under which, in the event of his termination without cause or resignation with good reason within 90 days prior to or one year after a change in control of the Company, all then-unvested shares underlying the 60,000 restricted share grant Mr. Rau received in 2026 vest (i.e., a “double trigger” accelerated vesting). The option award agreements for currently outstanding options held by our Named Executive Officers provide for acceleration of vesting upon death or disability. The following table summarizes the benefits that would have been payable upon termination of employment in various circumstances, assuming the triggering event occurred on December 31, 2025:
Potential Payments Upon Termination or Change in Control
| Name/Form of Compensation | Termination without Cause or Resignation with Good Reason – no Change in Control | Termination without Cause or Resignation with Good Reason – Change in Control | Death or Disability(1) | | Trent Green | | | | | Accelerated Vesting Options | — | — | — | | Salary Continuation Payments | — | — | — | | Total | — | — | — | | Shane Harrison | | | | | Accelerated Vesting Options | — | — | — | | Accelerated 2025 Restricted Shares | — | $2,421,330 | — | | Salary Continuation Payments | $400,000 | $400,000 | — | | Total | $400,000 | $2,821,330 | — | | Helen Hrdy | | | | | Accelerated Vesting Options | — | — | — | | Salary Continuation Payments | — | — | — | | Total | — | — | — | | Andy Monich | — | — | — | | Accelerated Vesting Options | — | — | — | | Salary Continuation Payments | — | — | — | | Total | — | — | — | | Jason Rau(2) | | | | | Accelerated Vesting Options | — | — | — | | Salary Continuation Payments | — | — | — | | Total | — | — | — | | Michael D. Hays | | | | | Accelerated Vesting Options | — | — | $15,760 | | Salary Continuation Payments | — | — | — | | Total | — | — | $15,760 | | Linda Stacy | | | | | Accelerated Vesting Options | — | — | — | | Salary Continuation Payments | — | — | — | | Total | — | — | — |
Potential Payments Upon Termination or Change in Control
(1) The amount shown for Mr. Hays reflects the hypothetical acceleration of unvested options that were in the money as of December 31, 2025. Ms. Hrdy did not have any outstanding options that were in the money as of December 31, 2025. The other Named Executive Officers did not have any outstanding option awards as of December 31, 2025. (2) No payments are reflected for Mr. Rau because the grant agreement providing for the potential accelerated vesting of his 2026 equity award was entered into, and the grant of such equity award was made, after December 31, 2025.
Compensation Decisions with Respect to 2026
Compensation Decisions with Respect to 2026 In March 2026, the Compensation Committee granted Mr. Rau 60,000 shares of restricted stock, which vest in equal one-third increments on each of January 1, 2027, 2028, and 2029. The equity grant to Mr. Rau was intended to align his equity incentive compensation with that of the other executive officers. Mr. Rau will also participate in a sales-based short-term cash incentive plan in 2026. In April 2026, the Compensation Committee approved an amendment to the terms of Mr. Harrison’s 2025 equity award, effective as of the original grant date, to permit the voting and receipt of dividends with respect to unvested shares underlying such award, which is how the grant has been treated for financial reporting and tax purposes since the grant date. The amendment did not impact the grant date fair value of this award reported in the Executive Compensation Tables below. In April 2026, the Compensation Committee also approved amendments to the terms of Mr. Green’s, Ms. Hrdy’s, and Mr. Monnich’s 2025 equity grants. At the time the grants were made, the Compensation Committee’s intent was to provide the executives with fully vested, meaningful stock ownership to align their interests and experience with the interests and experience of non-management stockholders. This was to include feeling the economic impact of stock price increases and decreases, the receipt of dividends, and taxation of gain and dividends the same as other owners. The company materially funded, and the executives recognized and paid, income taxes in 2025 based on the grant date value as a cost of seeking this alignment. Subsequent tax analysis identified uncertainty regarding the date on which the awards would be treated as fully vested for tax purposes, attributable to the Company’s right to repurchase the shares underlying the award for $1.00 if the executive was terminated for cause or resigned for good reason prior to the third anniversary of the grant date. To achieve the intended alignment with stockholders and put the executives as close as possible to the originally intended position, the Compensation Committee (i) amended the award agreements to eliminate the repurchase right, and (ii) approved cash bonuses in the amounts of $1,860,000 for Mr. Green and $483,000 for each of Ms. Hrdy and Mr. Monnich to cover the estimated cash taxes payable by these executives in connection with the change to the these awards and the receipt of the bonuses.
2025 Summary Compensation Table
2025 Summary Compensation Table Set forth below is information regarding compensation earned by or paid or awarded to the Named Executive Officers. The identification of such Named Executive Officers is determined based on the individual’s total compensation for 2025, as reported below in the Summary Compensation Table. The following table sets forth information concerning the total compensation of each of our Named Executive Officers with respect to 2025, 2024, and 2023, as applicable.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Trent Green | 2025 | $697,115 | $4,503,333 | $6,755,000 | – | – | $6,452 | $11,961,900 | | Chief Executive Officer(2) | | | | | | | | | | Shane Harrison | 2025 | $92,308 | $100,000 | $2,287,600 | – | – | $1,192 | $2,481,100 | | Chief Financial Officer(2) | | | | | | | | | | Helen L. Hrdy | 2025 | $400,000 | $826,667 | $1,240,000 | – | – | $8,180 | $2,474,847 | | EVP & Chief Operating Officer | 2024 | $397,788 | $3,539 | – | $1,138,000 | – | $6,559 | $1,545,886 | | | 2023 | $285,000 | – | – | $144,181 | – | $6,507 | $435,688 | | Andy Monnich | 2025 | $400,000 | $826,667 | $1,240,000 | – | – | $8,150 | $2,474,817 | | EVP & Chief Corporate Development Officer | | | | | | | | | | Jason Rau | 2025 | $362,308 | – | – | – | $249,515 | $7,310 | $619,133 | | Executive Vice President, Sales | | | | | | | | | | Michael D. Hays | 2025 | $127,400 | – | – | $54,554 | – | $2,462 | $184,416 | | Chair; Former Chief Executive Officer, President(2) | 2024 | $127,400 | – | – | $55,000 | – | $2,462 | $184,862 | | | 2023 | $127,400 | – | – | $64,455 | – | $3,711 | $195,566 | | Linda Stacy | 2025 | $12,500 | – | – | – | – | $47,497(3) | $59,997 | | Former Interim Principal Financial Officer(2) | 2024 | $245,395 | – | – | – | – | $7,481 | $252,876 |
2025 Summary Compensation Table
| (1) Represents the aggregate grant date fair value of stock awards or option awards granted during the year, computed in accordance with FASB ASC Topic 718. See Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of assumptions made in the valuation of share-based compensation. |
2025 Summary Compensation Table
| (2) Mr. Hays served as our chief executive officer and principal executive officer until June 1, 2025, at which time Mr. Green became our chief executive officer and our principal executive officer and Mr. Hays became our Chair. Mr. Hays also served as our principal financial officer from April 18, 2025 until September 29, 2025, at which time Mr. Harrison became our chief financial officer and principal financial officer. Ms. Stacy served as our interim principal financial officer from February 26, 2025 until April 18, 2025, when she was succeeded by Mr. Hays. |
2025 Summary Compensation Table
| (3) Represents $43,269 paid to Ms. Stacy in respect of accrued PTO in connection with her retirement and $2,737 paid to Ms. Stacy as an independent contractor in connection with her service as interim principal financial officer. The balance represents 401(k) matching contributions, health savings account matching contributions, and lifestyle spending AEB benefit. |
Grants Of Plan-Based Awards in 2025
Grants Of Plan-Based Awards in 2025 We maintain the 2025 Omnibus Plan, which replaced our prior National Research Corporation 2006 Equity Incentive Plan on May 7, 2025, pursuant to which grants may be made to our executive officers. The following table sets forth information regarding all such incentive plan awards that were made to the Named Executive Officers in 2025.
Grants Of Plan-Based Awards in 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#)(2) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Trent Green | 6/1/25 | – | – | – | 500,000 | – | – | $6,755,000 | | Shane Harrison | 9/29/25 | – | – | – | 172,000 | – | – | $2,287,600 | | Helen L. Hrdy | 4/7/25 | – | – | – | 100,000 | – | – | $1,240,000 | | Andy Monnich | 4/7/25 | – | – | – | 100,000 | – | – | $1,240,000 | | Jason Rau | – | $50,000 | $200,000 | $400,000 | – | – | – | – | | Michael D. Hays | 1/10/25 | – | – | – | – | 11,021 | $17.34 | $54,554 | | Linda Stacy | – | – | – | – | – | – | – | – |
Grants Of Plan-Based Awards in 2025
| (1) The Company did not adopt a short-term or long-term cash incentive plan for its Named Executive Officers in 2025, with the exception of Mr. Rau. Mr. Rau’s short-term cash incentive plan was based on the achievement of certain sales targets. The threshold, target, and maximum amounts reported for Mr. Rau reflect his short-term incentive plan as amended in 2025. |
Grants Of Plan-Based Awards in 2025
| (2) Represents fully vested stock awards granted to Mr. Green, Ms. Hrdy, and Mr. Monnich, a time-vested restricted stock award granted to Mr. Harrison, and a time-vested option award granted to Mr. Hays. See “Elements of Compensation – Long-Term Equity Incentive” for additional information. |
Grants Of Plan-Based Awards in 2025
| (3) Represents the aggregate grant date fair value of stock awards or option awards granted during the year, computed in accordance with FASB ASC Topic 718. See Note 8 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for a discussion of assumptions made in the valuation of share-based compensation. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information on outstanding option and stock awards held by the Named Executive Officers on December 31, 2025, including the number of shares underlying exercisable, unexercisable, and unearned portions of each stock option, the exercise price and expiration date of each outstanding option.
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | No. of Securities Underlying Unexercised Options (Exercisable) (#) | No. of Securities Underlying Unexercised Options (Unexercisable) (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Trent Green | - | - | - | - | - | 500,000(12) | $9,385,000 | | Shane Harrison | - | - | - | - | - | 129,000(13) | $2,421,330 | | Helen L. Hrdy | 12,619(1)(3) | - | - | $18.80 | 01/04/27 | - | - | | | 8,764(1)(4) | - | - | $36.80 | 01/03/28 | - | - | | | 8,420(1)(5) | - | - | $38.30 | 01/03/29 | - | - | | | 5,699(1)(6) | - | - | $65.80 | 01/03/30 | - | - | | | - | 9,960(1)(7) | - | $42.92 | 01/05/31 | - | - | | | - | 10,118(1)(8) | - | $42.25 | 01/04/32 | - | - | | | - | 10,981(1)(9) | - | $38.93 | 01/04/33 | - | - | | | - | - | - | - | - | 100,000(12) | $1,877,000 | | Andy Monnich | - | - | - | - | - | 100,000(12) | $1,877,000 | | Jason Rau | - | - | - | - | - | - | - | | Michael D. Hays | 9,145(1)(2) | - | - | $15.23 | 01/05/26 | - | - | | | 7,478(1)(3) | - | - | $18.80 | 01/04/27 | - | - | | | 5,193(1)(4) | - | - | $36.80 | 01/03/28 | - | - | | | 4,990(1)(5) | - | - | $38.30 | 01/03/29 | - | - | | | 2,904(1)(6) | - | - | $65.80 | 01/03/30 | - | - | | | - | 4,452(1)(7) | - | $42.92 | 01/05/31 | - | - | | | - | 4,523(1)(8) | - | $42.25 | 01/04/32 | - | - | | | - | 4,909(1)(9) | - | $38.93 | 01/04/33 | - | - | | | - | - | 4,833(1)(10) | $39.54 | 01/19/34 | - | - | | | - | 11,021(11) | - | $17.34 | 01/10/35 | - | - | | Linda Stacy | - | - | - | - | - | - | - |
Outstanding Equity Awards at December 31, 2025
| (1) Option to purchase shares of Common Stock. |
Outstanding Equity Awards at December 31, 2025
| (2) Options vest in full on the fifth anniversary of the grant date. These options vested on January 5, 2021. |
Outstanding Equity Awards at December 31, 2025
| (3) Options vest in full on the fifth anniversary of the grant date. These options vested on January 4, 2022. |
Outstanding Equity Awards at December 31, 2025
| (4) Options vest in full on the fifth anniversary of the grant date. These options vested on January 3, 2023. |
Outstanding Equity Awards at December 31, 2025
| (5) Options vest in full on the fifth anniversary of the grant date. These options vested on January 3, 2024. |
Outstanding Equity Awards at December 31, 2025
| (6) Options vest in full on the fifth anniversary of the grant date. These options vested on January 3, 2025. |
Outstanding Equity Awards at December 31, 2025
| (7) Options vest in full on the fifth anniversary of the grant date. These options will vest on January 5, 2026. |
Outstanding Equity Awards at December 31, 2025
| (8) Options vest in full on the fifth anniversary of the grant date. These options will vest on January 4, 2027. |
Outstanding Equity Awards at December 31, 2025
| (9) Options vest in full on the fifth anniversary of the grant date. These options will vest on January 4, 2028. |
Outstanding Equity Awards at December 31, 2025
| (10) Represents options granted pursuant to 2024 Long-Term Equity Plan, which vest upon achieving a minimum total recurring contract value of $170 million as of December 31, 2026. |
Outstanding Equity Awards at December 31, 2025
| (11) Options vest in full on the fifth anniversary of the grant date. These options will vest on January 10, 2030. |
Outstanding Equity Awards at December 31, 2025
| (12) Represents shares which fully vested on the grant date but which were subject to repurchase by the Company for $1.00 if the Named Executive Officer’s employment terminated prior to certain time-based service milestones. In accordance with applicable SEC guidance, these shares are reported as unvested until the repurchase right lapses, which was scheduled to occur on June 1, 2028 for Mr. Green and April 7, 2028 for Ms. Hrdy and Mr. Monnich. The terms of these awards were amended in April 2026 to eliminate the repurchase right. See “Long-Term Equity Incentive” and “Compensation Decisions with Respect to 2026” above for additional information. |
Outstanding Equity Awards at December 31, 2025
| (13) Represents restricted shares. One-third of these shares vest on each of September 29, 2026, September 29, 2027, and September 29, 2028. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting(#)(1) | Value Realized on Vesting ($)(3) | | Trent Green | – | – | – | – | | Shane Harrison | – | – | 43,000 | $802,380 | | Helen L. Hrdy | 12,346 | $29,754 | – | – | | Andy Monnich | – | – | – | – | | Jason Rau | – | – | – | – | | Michael D. Hays | 10,014 | $44,763 | – | – | | Linda Stacy | – | – | – | – |
Option Exercises and Stock Vested in 2025
| (1) Shares of Common Stock. Excludes shares granted to Mr. Green, Ms. Hrdy, and Mr. Monnich which fully vested on the grant date but which were subject to repurchase by the Company for $1.00 if the Named Executive Officer’s employment terminated prior to certain time-based service milestones. In accordance with applicable SEC guidance, these shares are reported as unvested until the repurchase right lapses. The terms of these awards were amended in April 2026 to eliminate the repurchase right. See “Long-Term Equity Incentive” and “Compensation Decisions with Respect to 2026” above for additional information. | | (2) Amounts represent the product of the number of shares acquired on exercise multiplied by the excess of closing market price at exercise over the exercise price per share. | | (3) Amounts represent the product of the number of shares acquired upon vesting multiplied by the closing market price on the trading day immediately prior to the vesting date. |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for Mr. Green(1) | Compensation Actually Paid to Mr. Green(1) | Summary Compensation Table Total for Mr. Hays(1) | Compensation Actually Paid to Mr. Hays(1) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Stockholder Return | Peer group Total Stockholder Return(3) | Net Income | Revenue | | | | | | | | | | | (in thousands) | | | 2025 | $11,961,900 | $14,791,900 | $184,416 | $203,338 | $1,621,979 | $2,090,935 | $47.12 | $134.40 | $11,600 | $137,390 | | 2024 | – | – | $184,862 | $(43,480) | $1,124,539 | $296,563 | $29.28 | $142.93 | $24,783 | $143,060 | | 2023 | – | – | $195,566 | $202,165 | $428,157 | $443,660 | $64.34 | $128.14 | $30,971 | $148,580 | | 2022 | – | – | $181,173 | $184,526 | $410,113 | $418,936 | $59.60 | $109.59 | $31,800 | $151,568 | | 2021 | – | – | $217,094 | $207,809 | $490,467 | $469,883 | $64.98 | $137.74 | $37,466 | $147,954 |
Pay Versus Performance
| (1) Each of Mr. Green and Mr. Hays served as the Principal Executive Officer (“PEO”) during 2025 and Mr. Hays was the PEO for 2024, 2023, 2022, and 2021. The following amounts were deducted and added to determine the compensation actually paid to the PEO: |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Deduct Stock and Option Awards Reported in the Summary Compensation Table | Add Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY | Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the End of the Covered FY | Add Fair Value as of Vesting Date for Awards Granted in Covered FY that Vested During Covered FY | Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY | Add Dividends Paid on Awards in the Covered FY Prior to the Vesting Date that are Not Otherwise Included in Total Compensation for the Covered FY | Compensation Actually Paid to PEO | | 2025 – Mr. Green | $11,961,900 | $(6,755,000) | $9,385,000 | - | - | - | $200,000 | $14,791,900 | | 2025 – Mr. Hays | $184,416 | $(54,554) | $57,530 | $15,982 | - | $(36) | - | $203,338 | | 2024 | $184,862 | $(55,000) | $1,406 | $(179,760) | - | $5,012 | - | $(43,480) | | 2023 | $195,566 | $(64,455) | $70,289 | $(4,749) | - | $5,514 | - | $202,165 | | 2022 | $181,173 | $(49,527) | $54,018 | $(2,257) | - | $1,119 | - | $184,526 | | 2021 | $217,094 | $(49,595) | $45,549 | $(7,756) | - | $2,517 | - | $207,809 |
Pay Versus Performance
| The shares granted to Mr. Green in 2025 fully vested on the grant date but were subject to repurchase by the Company for $1.00 if Mr. Green’s employment terminated prior to certain time-based service milestones. In accordance with applicable SEC guidance, these shares are reported as unvested until the repurchase right lapses. The terms of this award were amended in April 2026 to eliminate the repurchase right. See “Long-Term Equity Incentive” and “Compensation Decisions with Respect to 2026” above for additional information. |
Pay Versus Performance
| (2) Mr. Harrison, Ms. Stacy, Ms. Hrdy, Mr. Monnich, and Mr. Rau were non-PEO Named Executive Officers (“NEOs”) for 2025. Jason Hahn (our former Chief Revenue Officer), Ms. Hrdy, Kevin Karas (our former Chief Financial Officer), Ms. Stacy, and Christophe Louvion (our former Chief Product Technology Officer) were non-PEO NEOs during 2024. Ms. Hrdy, Mr. Karas, and Jona S. Raasch (our former Chief Operating Officer) were non-PEO NEOs during 2023, 2022, and 2021. The following average amounts were deducted and added to determine the average compensation actually paid to the non-PEO NEOs: |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Deduct Stock and Option Awards Reported in the Summary Compensation Table | Add Awards Granted During the Covered FY that are Outstanding and Unvested as of the End of the Covered FY | Add Change in Fair Value as of the End of the Covered FY for Awards Granted in a Prior FY that are Outstanding and Unvested as of the End of the Covered FY | Add Fair Value as of Vesting Date for Awards Granted in Covered FY that Vested During Covered FY | Add Change in Fair Value as of the Vesting Date for Awards Granted in a Prior FY that Vested During the Covered FY | Subtract Awards Granted in a Prior FY that Failed to Meet the Applicable Vesting Conditions During the Covered FY | | Add Dividends Paid on Awards in the Covered FY Prior to the Vesting Date that are Not Otherwise Included in Total Compensation for the Covered FY | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,621,979 | $(953,520) | $1,235,066 | $5,444 | $160,476 | $(14) | - | | $21,504 | $2,090,935 | | 2024 | $1,124,539 | $(682,800) | $17,457 | $(79,628) | - | $3,933 | $(86,939 | )(4) | - | $296,563 | | 2023 | $428,157 | $(146,711) | $159,990 | $(9,317) | - | $11,541 | - | | - | $443,660 | | 2022 | $410,113 | $(112,737) | $122,960 | $(3,742) | - | $2,342 | - | | - | $418,936 | | 2021 | $490,467 | $(112,904) | $103,693 | $(16,358) | - | $4,985 | - | | - | $469,883 |
Pay Versus Performance
| The shares granted to Ms. Hrdy and Mr. Monnich in 2025 fully vested on the grant date but were subject to repurchase by the Company for $1.00 if Ms. Hrdy’s or Mr. Monnich’s employment terminated prior to certain time-based service milestones. In accordance with applicable SEC guidance, these shares are reported as unvested until the repurchase right lapses. The terms of these awards were amended in April 2026 to eliminate the repurchase right. See “Long-Term Equity Incentive” and “Compensation Decisions with Respect to 2026” above for additional information. |
Pay Versus Performance
| (3) Utilizes the Russell 2000 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K for the year ended December 31, 2025. Because of the uniqueness of our markets and products and lack of publicly traded peers, we do not believe that a combination of peer issuers can be selected on an industry or line-of-business basis to provide a meaningful basis for comparing stockholder return. Accordingly, the Russell 2000 Index, which is comprised of issuers with generally similar market capitalizations to that of the Company, is included in the table as permitted by applicable regulations. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Russel 2000 Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
| (4) Represents options held by Mr. Karas that were forfeited upon his retirement in March 2024. |
Pay Versus Performance
The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the cumulative total stockholder return of the Company and the Russell 2000 Index for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s net income for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: The relationship between the compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s revenue for 2025, 2024, 2023, 2022, and 2021 is represented by the graph below: The following tabular list includes the financial performance measures which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the Company’s NEO’s for 2025 to Company performance.
Pay Versus Performance
| Important Financial Measures | | Net Income | | Revenue | | Total Recurring Contract Value Adjusted EBITDA Margin |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the ratio of the median annual total compensation of our associates (i.e., employees) and the annual total compensation of Trent Green, our Chief Executive Officer. For the year ended December 31, 2025:
CEO Pay Ratio
| ● | the median of the annual total compensation of all associates of the Company was reasonably estimated to be $87,276; and |
CEO Pay Ratio
| ● | the annual total compensation of Mr. Green was $11,961,900. |
CEO Pay Ratio
| ● | Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other associates is estimated to be 137 to 1. |
CEO Pay Ratio
Our median associate was originally determined for 2024. For 2025, we used the same median associate, as there has been no change in our associate population or associate compensation arrangements that we believe would significantly impact the pay ratio disclosure. To calculate the 2025 annual total compensation of our median associate for purposes of this disclosure, we added together all of the elements of our median associate’s compensation for 2025 in the same way that we calculate the annual total compensation of our Named Executive Officers in the Summary Compensation Table. To calculate Mr. Green’s annual total compensation, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table. To calculate our ratio, we divided Mr. Green’s annual total compensation by the annual total compensation of our median associate.
BOARD OF DIRECTORS
BOARD OF DIRECTORS A. General Powers, Number, Classification and TenureTenure, and Qualifications of Directors. The general powers, number, classification, tenure and qualifications of the directors of the Corporation shall be as set forth in Sections 3.01 and 3.02 of Article III of the Bylaws of the Corporation (and as such SectionsArticle III shall exist from time to time). Such Sections 3.01 and 3.02 of the Bylaws, or any provision thereof, may only be amended, altered, changed or repealed by the affirmative vote of stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of capital stock of the Corporation generally possessing the voting rights in the election of directors, considered for this purpose as a single class; provided, however, that the Board of Directors, by resolution adopted by the Requisite Vote (as hereinafter defined), may amend, alter, change or repeal Sections 3.01 and 3.02 of the Bylaws, or any provision thereof, without a vote of the stockholders. As used herein, the term “Requisite Vote” shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director, but in no case more than all of the directors then in office. B. Removal of Directors. Any director may be removed from office for cause by the affirmative vote of holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of stock of the voting group of stockholders that elected the director to be removed; provided, however, that if the Board of Directors by resolution adopted by the Requisite Vote shall have recommended removal of a director, then the stockholders may remove such director from office without cause by a majority vote of such outstanding shares. C. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by the removal of a director or an increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum of the Board of Directors; provided, however, that if the vacant office was held by a director elected by a voting group of stockholders, only the remaining directors elected by that voting group shall fill the vacancy. For purposes of this Article 6, a director elected by directors to fill a vacant office pursuant to this Section C shall be deemed to be a director elected by the same voting group of stockholders that elected the director(s) who voted to fill the vacancy. Any director elected pursuant to this Section C shall serve until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. D. Amendments. (1) Notwithstanding any other provision of this Certificate of Incorporation, the provisions of this Article 6 may be amended, altered, changed or repealed only by the affirmative vote of stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of capital stock of the Corporation generally possessing voting rights in the election of directors, considered for this purpose as a single class. (2) Preferred Stock Rights. Notwithstanding the foregoing and any provisions in the Bylaws of the Corporation, whenever the holders of any one or more series of Preferred Stock issued by the Corporation pursuant to Article 4 hereof shall have the right, voting separately as a class or by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by the terms of the applicable series. E. No Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors. The foregoing excerpt reflects only the changes to Article 6 which are the subject of this Proposal No. 4. Additional changes to Section 6.B are proposed in Proposal No. 5 and are not reflected in the foregoing excerpt. Annex A to this proxy statement reflects all proposed changes to our Charter under Proposal Nos. 4-6. In recommending this Proposal No. 4, the Board considered the factors described in “Introductory Note to Proposal Nos. 4-6” above, as well as prevailing market practices in favor of majority voting, the views of proxy advisors and other governance stakeholders, and the Company’s desire to be responsive to stockholder concerns and preferences and maintain an overall commitment to maintaining strong governance practices. After weighing these considerations, the Board determined that eliminating all these supermajority voting requirements is in the best interests of the Company and its stockholders.
BOARD OF DIRECTORS
BOARD OF DIRECTORS A. General Powers, Number, Classification and TenureTenure, and Qualifications of Directors. The general powers, number, classification, tenure and qualifications of the directors of the Corporation shall be as set forth in Sections 3.01 and 3.02 of Article III of the Bylaws of the Corporation (and as such SectionsArticle III shall exist from time to time). Such Sections 3.01 and 3.02 of the Bylaws, or any provision thereof, may only be amended, altered, changed or repealed by the affirmative vote of stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of capital stock of the Corporation generally possessing the voting rights in the election of directors, considered for this purpose as a single class; provided, however, that the Board of Directors, by resolution adopted by the Requisite Vote (as hereinafter defined), may amend, alter, change or repeal Sections 3.01 and 3.02 of the Bylaws, or any provision thereof, without a vote of the stockholders. As used herein, the term “Requisite Vote” shall mean the affirmative vote of at least two-thirds of the directors then in office plus one director, but in no case more than all of the directors then in office. B. Removal of Directors. Subject to the rights of the holders of any one or more series of Preferred Stock,Aany director may be removed from office for at any time, with or withoutcause, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%)a majority of the voting power of the then issued and outstanding shares of stock then entitled to vote in the election of directors of the voting group of stockholders that elected the director to be removed; provided, however, that if the Board of Directors by resolution adopted by the Requisite Vote shall have recommended removal of a director, then the stockholders may remove such director from office without cause by a majority vote of such outstanding shares. C. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by the removal of a director or an increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum of the Board of Directors, or by a sole remaining director, unless (i) otherwise provided, however, thatby law, (ii) the Board of Directors, determines by resolution that any such vacancy or newly created directorship shall be filled by the stockholders, or (iii) in the case of removal in accordance with Section B above, the holders of at least a majority of the voting power of the then issued and outstanding shares of stock then entitled to vote in the election of directors of the voting group of stockholders that elected the director(s) so removed shall designate the successor(s) in the action effecting such removal; provided, however, that if the vacant office was held by a director elected by a voting group of stockholders, only the remaining directors (if any) elected by that voting group or the voting group of stockholders shall fill the vacancy. For purposes of this Article 6, a director elected by directors to fill a vacant office pursuant to this Section C shall be deemed to be a director elected by the same voting group of stockholders that elected the director(s) who voted to fill the vacancy. Any director elected pursuant to this Section C shall serve until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. D. Amendments. (1) Notwithstanding any other provision of this Certificate of Incorporation, the provisions of this Article 6 may be amended, altered, changed or repealed only by the affirmative vote of stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then outstanding shares of all classes of capital stock of the Corporation generally possessing voting rights in the election of directors, considered for this purpose as a single class. D. (2)Preferred Stock Rights.Notwithstanding the foregoing and any provisions in the Bylaws of the Corporation, whenever the holders of any one or more series of Preferred Stock issued by the Corporation pursuant to Article 4 hereof shall have the right, voting separately as a class or by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by the terms of the applicable series. E. No Cumulative Voting. No stockholder will be permitted to cumulate votes at any election of directors.