DEF 14A of Boston Omaha Corp, Jul 1, 2026

DEF 14A of Boston Omaha Corp

Filed Jul 1, 2026 · FY20250001437749-26-022287

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Information Concerning Directors and Director Nominees

    Information Concerning Directors and Director Nominees The following table sets forth the directors and director nominees of the Company, including Mr. Peterson who has been elected as our one (1) Class B director by the holder of our Class B common stock, and each of the six (6) additional nominees for director, along with their ages as of June 30, 2026 and the year in which their current term of directorship will expire absent their re-election at the Annual Meeting:

  3. Information Concerning Directors and Director Nominees

    | Name | Age | Director Since | Current Term Expires | Position(s) | (1) | (2) | (3) | | Adam K. Peterson (4)(5) | 44 | 2015 | 2026 | President, Chairman of the Board and Chief Executive Officer | | | | | Thomas Burt | 53 | 2024 | 2026 | Director | | X | X | | David S. Graff | 43 | 2025 | 2026 | Director | Chair | X | | | Brendan J. Keating (5) | 44 | 2016 | 2026 | Director | | | | | Frank H. Kenan II | 44 | 2017 | 2026 | Director | X | Chair | X | | Jeffrey C. Royal (5) | 50 | 2019 | 2026 | Director | | | | | Vishnu Srinivasan | 47 | 2017 | 2026 | Director | X | | Chair |

  4. Information Concerning Directors and Director Nominees

    (1) Member of Audit and Risk Committee (2) Member of Compensation Committee (3) Member of Nominating and Corporate Governance Committee (4) Mr. Peterson has been elected as the one (1) Class B director by the holder of our Class B common stock. (5) Messrs. Peterson, Keating and Royal are not deemed "independent" directors as defined by the Securities and Exchange Commission and the New York Stock Exchange and, as a result, do not serve on any Board committees.

  5. Nominees and Incumbent Directors

    Nominees and Incumbent Directors Set forth below is the individual selected by the holders of our Class B common stock as the one (1) Class B director as well as the remaining six (6) individuals nominated as directors, their offices in the Company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors and the names of other public companies in which they currently hold directorships or have held directorships during the past five years. We have also presented information below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director. Class B Director: Adam K. Peterson, age 44, became Chairperson and President and Chief Executive Officer in May 2024 and was previously Co-Chairperson of our Board since February 2015, when he became a member of our Board, and was Co-President and Co-Chief Executive Officer from December 2017 through May 2024. Since June 2014, Mr. Peterson has served as the Manager of The Magnolia Group, LLC, an SEC registered investment advisor and the general partner of Magnolia Capital Fund, LP and Magnolia BOC I, LP. From August 2020 through January 2022, Mr. Peterson served as Co-Chairperson of the board of directors and Co-Chief Executive Officer of Yellowstone Acquisition Company (“Yellowstone”), a special purpose acquisition company in which one of our subsidiaries served as sponsor. Yellowstone entered into a business combination agreement with Sky Harbour Group, which was renamed Sky Harbour Group Corp. (“Sky”) following the consummation of the business combination in January 2022 at which point Mr. Peterson resigned as a director of Yellowstone. Since June 2017, Mr. Peterson has served as a Director of Old Market Capital Corporation, formerly known as Nicholas Financial, Inc., a publicly traded company on the OTCID Market. From March 2022 through March 2026, Mr. Peterson served as a Director of Nelnet, Inc., a publicly traded company on the New York Stock Exchange. From May 2016 through March 2021, Mr. Peterson served as a Director of Brampton Brick Ltd., a publicly traded Canadian company traded on the Toronto Stock Exchange. From November 2005 through August 2014, Mr. Peterson served as the Chief Investment Officer of Magnolia Capital Partners, LP and related entities. From May 2004 through June 2006, Mr. Peterson was a financial analyst for Kiewit Corporation. Mr. Peterson graduated with a Bachelor of Science degree in Finance from Creighton University. The holder of our Class B common stock has determined that Mr. Peterson’s experience in business operations, investments and financial analysis qualifies him to be a member of the Board in light of the Company’s business and structure. Class A Directors: Thomas Burt, age 53, has served as a member of our Board since September 2024. Mr. Burt is currently a member of our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Burt is the President and CEO of ES&S, a company that manufactures and sells voting machine equipment and services. Mr. Burt joined ES&S in 2008, leading sales, customer service, operations and product departments. Before joining ES&S, Mr. Burt developed his general management and sales leadership at McMaster-Carr Supply Company and Andersen Consulting, where he served in a variety of executive management roles. More recently, Mr. Burt worked as an Associate Partner of Gallup Organization, where he was responsible for managing relationships with multiple Fortune 500 clients. Mr. Burt graduated from Nebraska Wesleyan University with a Bachelor of Science degree in Business Administration. Our Board has determined that Mr. Burt’s experience in management services qualifies him to be a member of the Board in light of the Company’s business and structure. David S. Graff, age 43, has served as a member of our Board since January 2025. Mr. Graff is currently Chair of our Audit and Risk Committee and a member of our Compensation Committee. Mr. Graff is a founder and the CEO of HUDL, Inc. ("Hudl"). Hudl, which was founded 20 years ago, provides online video analysis and coaching tools software for professional, college, high school, club, and youth teams and athletes. Hudl software is used by hundreds of thousands of teams, serving more than 40 different sports in 180 countries, including the National Hockey League, National Football League, National Basketball Association, and English Premier League. Hudl has more than 3,500 employees in 18 countries. Mr. Graff also serves as a member of the board of directors of Nelnet, Inc., a position he has held since 2014, where he serves on both the Audit Committee and the Risk and Finance Committee. Mr. Graff is also a member of the board of directors of Assurity. Previously, Mr. Graff served as a member of the board of directors from 2021 through 2023 of Sportsmap Tech Acquisition Corp., a publicly traded special purpose acquisition company which completed a business combination with MultiSensor AI Holdings, Inc. (f/k/a Infrared Cameras Holdings Inc.) in December 2023. Mr. Graff received a Bachelor of Science degree in accounting and computer science from the University of Nebraska-Lincoln and also received his Master of Business Administration degree from the University of Nebraska-Lincoln. Our Board has determined that Mr. Graff's experience as a member of the board of directors of Nelnet and on the board of several private companies, and his business experience in growing his own company, including through acquisitions, qualifies him to be a member of the Board as the Company seeks to continue to expand its businesses. Brendan J. Keating, age 44, has served as a member of our Board since February 2016. Mr. Keating is the President of Local Asset Management, LLC, a company involved in commercial real estate and asset management. From January 2023 through May 2024, Mr. Keating served as a Managing Director of Boston Omaha Asset Management, LLC, a subsidiary of the Company. Following our decision to wind down operations at Boston Omaha Asset Management, Local Asset Management, LLC was retained in May 2024 to assist us in this wind down process. From August 2015 through March 2023, Mr. Keating served as the Manager and CEO of Logic Real Estate Companies, LLC, a company based in Las Vegas, Nevada, which provides commercial property brokerage and property management services (“Logic”). As of March 2023, Mr. Keating serves as the non-executive Chairman of Logic. Mr. Keating has also served as a Director of Old Market Capital Corporation, formerly known as Nicholas Financial, Inc., since October 2021. From 2005 to 2015, Mr. Keating was employed at The Equity Group, a company providing services to the commercial real estate market in brokerage, investment, management, development, consulting, tax appeal and facility maintenance services. Mr. Keating served as a principal of The Equity Group from 2007 to 2015. Mr. Keating has a Bachelor of Science degree in Finance and Entrepreneurship from Creighton University. Our Board has determined that Mr. Keating’s experience in commercial real estate brokerage, investment and management services qualifies him to be a member of the Board in light of the Company’s business and structure.

  6. Nominees and Incumbent Directors

    Frank H. Kenan II, age 44, has served as a member of our Board since June 2017. Mr. Kenan is also currently the Chair of our Compensation Committee and a member of each of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. Since August 2014, Mr. Kenan has served as the Co-Founder and Principal of KD Capital Management, LLC, the investment manager of KD Capital, L.P., a value oriented investment partnership. From September 2011 to December 2014, Mr. Kenan served as an Investment Analyst at Boulderado Group, LLC. From January 2006 to January 2008, Mr. Kenan served as a Development Associate at Edens & Avant. From May 2005 to January 2006, Mr. Kenan served as an Analyst at Vivum Group. Mr. Kenan currently serves as a member of the board of directors of Flagler Systems, Inc., a hospitality and real estate company. Mr. Kenan also serves on the board of advisors of the University of North Carolina’s Kenan-Flagler Business School and the Family Enterprise Center at Kenan-Flagler Business School. Mr. Kenan holds a Bachelor of Science degree from the College of Charleston and a Master of Business Administration degree from the University of North Carolina at Chapel Hill – Kenan-Flagler Business School. Our Board has determined that Mr. Kenan’s experience in investments and financial analysis qualifies him to be a member of the Board in light of the Company’s business and structure. Jeffrey C. Royal, age 50, has served as a member of our Board of Directors since January 2019. In September 2024, Mr. Royal was elected as Chief Executive Officer of Old Market Capital Corporation. Mr. Royal has served as a director of Old Market Capital Corporation since October 2017 and as its Chairman since January 17, 2019. Since January 2006, Mr. Royal has also been the President of Dundee Bank located in Omaha, Nebraska and also serves as the Chairman and a director of Dundee Bank’s holding company. Mr. Royal served as a Director of Bridges Investment Fund, Inc., a mutual fund which trades on the NASDAQ Stock Market, from 2018 through 2022. Mr. Royal has served on the Board of Directors of each of Eagle Bank and Tri-Valley Bank since 2009 and 2013, respectively. These banks merged in January 2021 and Mr. Royal serves as the non-executive Chairman of the combined entities, now operating as Riverstone Bank. Mr. Royal has also served as a Director of Brunswick State Bank since 2007. Mr. Royal received both his Bachelor and Master degrees in Business Administration from Creighton University. Our Board of Directors has determined that Mr. Royal’s experience in managing banks and other businesses qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Vishnu Srinivasan, age 47, has served as a member of our Board of Directors since June 2017. Mr. Srinivasan is also currently the Chair of our Nominating and Corporate Governance Committee and a member of our Audit and Risk Committee. Mr. Srinivasan joined The Ohio State University as its Chief Investment Officer in May 2020. Previously, he was employed by Ganesh Investments, L.L.C., which is focused on public and private equity investments, as a Vice President and then a Managing Director from 2012 through May 2020. Ganesh Investments provides investment advisory services to members of the Pritzker family and their charitable foundations. From November 2009 to October 2012, Mr. Srinivasan was an Analyst at Alyeska Investment Group, a long/short hedge fund. From August 2002 until October 2009, Mr. Srinivasan was a Principal and held various other roles at Berkshire Partners, a private equity fund. Mr. Srinivasan graduated summa cum laude from the Wharton School at the University of Pennsylvania with a degree in Economics. Mr. Srinivasan also received a Master of Business Administration degree from Harvard Business School. Our Board has determined that Mr. Srinivasan’s experience in public and private equity, investment and management services qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. There are no family relationships among the current members of our Board or executive officers.

  7. Director Compensation

    Director Compensation In July 2018, our Board adopted a policy whereby directors who are not directly employed by us or by any of our wholly owned subsidiaries each receive cash compensation at the rate of $10,000 per year for all services, including both Board and committee membership. Commencing July 1, 2022, we increased this pay to outside directors to $30,000 per year in cash for their services as directors. In June 2024, the Board agreed to not provide cash compensation to outside directors through June 2025. Commencing in January 2023, we also awarded each outside director $30,000 of our Class A common stock vesting on June 30, 2023 and thereafter in July 2023 we awarded each outside director $30,000 of our Class A common stock vesting on June 30, 2024 or the day immediately preceding the date of the 2024 Annual Meeting of Stockholders, whichever is earlier. In September 2024, we awarded each outside director $30,000 of our Class A common stock vesting in four equal installments as of the commencement of each fiscal quarter (with shares for the quarter commencing July 1, 2024 paid retroactively). In November 2025, we issued to each of our outside directors a fully vested stock grant of unregistered shares of our Class A common stock equal in value to $60,000 at the time of grant. The Board also provided that these guidelines may be modified by the Compensation Committee of the Board. The following table sets forth information with respect to the compensation of our directors excluding Mr. Peterson, our President and Chief Executive Officer for the Company’s last completed fiscal year :

  8. Director Compensation

    | Name | Year | Fees earned or paid in cash ($) | All other compensation ($) (1) | Total ($) | | Thomas Burt | 2025 | $0 | $60,000 | $60,000 | | David S. Graff | 2025 | $0 | $60,000 | $60,000 | | Brendan J. Keating | 2025 | $0 | $60,000 | $60,000 | | Frank H. Kenan II | 2025 | $0 | $60,000 | $60,000 | | Jeffrey C. Royal | 2025 | $0 | $60,000 | $60,000 | | Vishnu Srinivasan | 2025 | $0 | $60,000 | $60,000 |

  9. Director Compensation

    | (1) Consist of a stock grant for 4,894 shares of our Class A common stock for each non-employee director. Reflects the aggregate grant date fair value recognized for financial statement reporting purposes for fiscal year 2025 in accordance with ASC Topic 718 that relates to the value of the shares awarded upon each director’s election in 2025 based upon the closing stock price of the Company's Class A common stock on the date of issuance. |

  10. Director Compensation

    Additionally, in July 2018, the Board adopted a policy whereby each of our non-executive directors is required to hold $50,000 of our Class A common stock (either directly or indirectly), which amount is converted to a fixed share amount using the average closing price of our Class A common stock during the immediately preceding three months for the period ending June 30, 2018 for any non-executive director in July 2018 and three months from the last day of the calendar month preceding the date of appointment of any director appointed thereafter. The non-executive directors are required to achieve fully their respective ownership level within three (3) years, and fifty percent (50%) of the requirement within eighteen (18) months from adoption or election, as applicable. The Board also provided that these guidelines may be modified by the Compensation Committee of the Board. All of our non-executive directors are currently in compliance with all of these ownership guidelines. We also reimburse all of our directors for reasonable travel and other expenses incurred in attending Board and committee meetings. Directors employed by us receive no director fees. As a result, Mr. Peterson received no compensation as a director of our Company in 2025 or prior years and Mr. Keating began receiving compensation as a director commencing July 1, 2024, after he was no longer employed by Boston Omaha Asset Management, LLC.

  11. Use of Compensation Consultants and Peer Group Data

    Use of Compensation Consultants and Peer Group Data The Compensation Committee did not consult with any compensation consultants in conjunction with its executive officer compensation determinations for fiscal 2025. The Compensation Committee did not set executive officer compensation to a specific percentile of the range of total compensation represented by a specified peer group when making its executive compensation determinations for fiscal 2025.

  12. Payments Upon Termination or Change–in–Control

    Payments Upon Termination or Change–in–Control We have an employment agreement with Mr. Peterson that entitles him to payments upon termination of his employment or in the event of a change-in-control. Mr. Peterson's employment agreement also provides for certain severance payments in the event his employment is terminated by us without “cause” or if he terminates his employment for “Good Reason.” For purposes of Mr. Peterson's employment agreement, “Good Reason” means any of the following: (i) a substantial diminution in his duties and responsibilities as required by the Board; (ii) a substantial diminution in his compensation or benefits; or (iii) relocation of the Company’s place of business in which he is employed to a location outside of a thirty (30) mile radius of his then current place of employment. In the event that Mr. Peterson’s employment is terminated without cause or if he elects to terminate his employment for “Good Reason,” he is entitled to receive (i) an amount equal to 12 months’ base salary, and (ii) severance payments equal to the amounts which would have been payable to him under the MIBP plan as described above if he had remained with the Company through the remainder of the fiscal year in which his employment terminated multiplied by a fraction equal to the number of days during the fiscal year that he remained employed by the Company divided by 365.

  13. Equity Grant Timing Practices

    Equity Grant Timing Practices The Compensation Committee approves all equity award grants to our named executive officers on or before the grant date. The Compensation Committee does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information and, in any event, does not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits the named executive officers or otherwise for the purpose of affecting the value of executive compensation. We did not grant stock options to our named executive officers in 2025. Mr. Weisenburger used a portion of his cash bonus paid in 2025 to purchase shares of our Class A common stock, as approved by the Compensation Committee. The following table provides information as of December 31, 2025, with respect to shares of our Class A common stock that may be issued under our existing compensation plans.

  14. Equity Grant Timing Practices

    | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders (1) | - | - | 1,403,502 | | Equity compensation plans not approved by security holders | n/a | n/a | n/a | | Total | | | 1,403,502 |

  15. Equity Grant Timing Practices

    | (1) Consists of the Company’s 2022 Long-Term Incentive Plan (the “Plan”). |

  16. Equity Grant Timing Practices

    The maximum number of shares of our Class A common stock available for future awards under the Plan at December 31, 2025 is 1,403,502, consisting of the original authorization of 1,575,000 shares less the 171,498 shares of Class A common stock previously issued since the establishment of the Plan. In addition, the maximum number of shares of Class A common stock that may be delivered in the future in satisfaction of awards will automatically increase on February 1st of each calendar year hereafter ending on (and including) February 1, 2032 (each, an “Evergreen Date”) in an amount such that both the total number of shares of Class A common stock available under the Plan and shares previously issued under the Plan shall equal five percent (5%) of our outstanding Class A common stock or such lesser amount outstanding as may be determined by our Board of Directors on the December 31st immediately preceding the applicable Evergreen Date. The number of shares of stock will also be adjusted for any stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in our capital structure, plus any shares that are subject to awards that expire or are terminated or cancelled without the delivery of shares. As of June 30, 2026, we have issued 175,559 shares of our Class A common stock under the Plan and the maximum number of shares which may be delivered hereafter under the Plan as of that date is 1,399,441.

  17. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025

  18. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 There were no outstanding equity awards at December 31, 2025.

  19. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 There were no options exercised in Fiscal Year 2025 as there are no outstanding stock options. 3,265 shares of the company’s Class A common stock, the remaining unvested portion of a restricted stock award granted to Mr. Weisenburger in 2023, vested on January 2, 2025.

  20. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025 The Company does not maintain a non-qualified deferred compensation program.

  21. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control The Company is currently not party to any contracts, agreements, plans or arrangements that provide change in control payments or other similar benefits to its named executive officers.

  22. CEO PAY RATIO

    CEO PAY RATIO In accordance with Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of all employees of our Company (other than our CEO) and the annual total compensation of Adam K. Peterson, our President and CEO. For fiscal year 2025 (ending December 31, 2025): • the median of the annual total compensation of all full-time employees of our Company (other than our CEO) excluding universally available benefits as described below was $92,157; • the annual total compensation in calendar year 2025 of our CEO was $639,000 (as reflected in the Summary Compensation Table included in this proxy statement excluding universally available benefits for full-time employees); and • based on this information, the annual total compensation of our CEO was estimated to be 6.93 times that of the median annual total compensation of all full-time employees of our Company (other than our CEO). We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Different companies may use different methodologies in arriving at a pay ratio, and as a result, these ratios are not necessarily designed to facilitate comparisons among different companies. Rather, they allow stockholders to better understand and assess each particular company’s internal compensation practices.

  23. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The table presented below discloses CAP for the following named executive officers ("NEOs"): (i) our principal executive officer (“PEO”), Mr. Peterson, (ii) our former Co-Chief Executive Officer and Co-President, Mr. Rozek (our "Former Co-PEO"), and (iii) Joshua Weisenburger, our Chief Financial Officer, who is the only named executive officer other than Mr. Peterson (the “Non-PEO NEO”). Total compensation for our PEO, our former Co-PEO and the Non-PEO NEO is not tied to any specific company performance measures. The amounts set forth below may vary significantly year over year due to factors such as stock price volatility.

  24. PAY VERSUS PERFORMANCE

    | Year | SCT Total for PEO - Adam K. Peterson (1) | SCT Total for Former Co- PEO - Alex B. Rozek (1) | CAP to PEO - Adam K. Peterson (1) | CAP to Former Co-PEO - Alex B. Rozek (1) | Average SCT Table Total for Non-PEO NEO (2) | Average CAP to Non-PEO NEO (2) | Company Cumulative TSR (3) | Peer Group Cumulative TSR | Net Income (Loss) Attributable to Common Stock holders (in millions)(4) | Net Loss from Operations (in millions) (4) | Total Revenues (in millions) | | 2025 | $671,164 | - | $671,164 | - | $568,668 | $568,211 | $44.74 | $101.62 | $(12.43) | $(3.93) | $114.38 | | 2024 | $670,220 | $3,246,962(5) | $670,220 | $3,246,962(5) | $542,391 | $537,885 | $51.28 | $106.13 | $(1.29) | $(8.47) | $108.27 | | 2023 | $668,817 | $669,855 | $668,817 | $669,855 | $910,484 | $846,541 | $56.89 | $104.38 | $(7.00) | $(8.85) | $96.25 | | 2022 | $612,200 | $612,200 | $612,200 | $612,200 | $391,392 | $391,392 | $95.84 | $89.74 | $10.23 | $(5.23) | $81.23 | | 2021(6) | $7,935,393 | $7,925,000 | $7,935,393 | $7,925,000 | $925,913 | $925,913 | $103.91 | $106.95 | $52.75 | $(23.77) | $56.97 |

  25. PAY VERSUS PERFORMANCE

    (1) Mr. Peterson and Mr. Rozek are the named Principal Executive Officers for 2021 through 2024 and Mr. Peterson is the named Principal Executive Officer for 2025. Mr. Peterson and Mr. Rozek did not receive a bonus for calendar years 2022 through 2025 but Mr. Rozek received other compensation as described in footnote 5 below and each of Messrs. Peterson and Rozek received bonus compensation under the Company’s MIBP as described in footnote 6 below. Summary compensation for each Named Executive Officer also includes the fair value of Company group benefit plans. (2) Mr. Weisenburger is the Named Executive Officer included as the "Non-PEO NEO" in this Pay versus Performance discussion. Consists of compensation earned by Mr. Weisenburger, our Chief Financial Officer, in 2021 through 2025 consisting of (i) a base salary of $335,000 in 2025, $320,000 in 2024, $290,000 in 2023, $275,000 in 2022 and $265,000 in 2021, (ii) a cash bonus of $150,000 in 2025, $140,000 in 2024, $170,000 in 2023, $105,000 in 2022 and $650,000 in 2021, (iii) a restricted stock grant for 4,061 shares of Class A common stock which was issued in February 2026 for services provided in 2025 and which shares are fully vested as of the date of grant, (iv) a restricted stock grant for 3,322 shares of Class A common stock which was issued in February 2025 for services provided in 2024, and which shares are fully vested as of the date of grant, (v) a restricted stock grant for 8,440 shares of Class A common stock which was issued in February 2024 for services provided in 2023, and which shares are fully vested as of the date of grant, and (vi) a restricted stock grant for 11,559 shares of Class A common stock which was issued in January 2023 for services rendered in 2022 and 2021, which shares vested between the date of grant and January 2025. The value of these restricted stock awards is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. The shares of our Class A common stock issued to Mr. Weisenburger in 2026, 2025 and 2024 were issued at his request in lieu of a portion of his cash bonus earned for each such year, respectively. (3) Calculations are based on the closing per share price for the Company's Class A common stock of $27.65 on December 31, 2020, $28.73 on December 31, 2021, $26.50 on December 31, 2022, $15.73 on December 31, 2023, $14.18 on December 31, 2024 and $12.37 on December 31, 2025. (4) Includes depreciation and amortization expenses of $24,771,310 in Fiscal Year 2025, $22,179,699 in Fiscal Year 2024, $19,565,035 in Fiscal Year 2023, $15,123,857 in Fiscal Year 2022 and $10,128,634 in Fiscal Year 2021. (5) In May 2024, the Company, Mr. Rozek (the Company’s former Co-CEO) and certain affiliated entities controlled by Mr. Rozek entered into a separation agreement. All other compensation to Mr. Rozek in 2024 consists of severance payments of $373,333 and $29,167 in lieu of employee benefits, $250,000 as consideration for certain non-competition and non-solicitation covenants, other compensation totaling $14,837 consisting of employer contribution to 401(k) plan and the employer portion of life, health, dental and vision insurance, and 200,000 shares of Sky Harbour Class A common stock transferred by the Company to Mr. Rozek valued at $2,340,000 at the time of transfer. While employed by the Company, Mr. Rozek served at our request on the board of directors of Sky Harbour and received from Sky Harbour both cash fees for serving on its board of directors as well as restricted stock units which vest over a four-year period. As a director of Sky Harbour, and while employed by the Company, Mr. Rozek received director fees of $55,000 and $51,233, in 2024 and 2023, respectively as well as restricted stock grants of 7,000 units in each of 2024 and 2023 valued at $86,310 and $80,500, respectively. The value of these restricted stock units is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. These payments from Sky Harbour are not included in this Summary Compensation Table. (6) In 2021, the Company reported $93.2 million in investment income for the year. Under the formula established under the MIBP Plan, each of Messrs. Peterson and Rozek were each entitled to and received a one-time bonus of $7.5 million. Each of our PEO and our Former Co-PEO did not receive equity grants for which adjustments to the SCT are required to calculate CAP. The following adjustments were made to calculate the CAP from the compensation included in the SCT for the non-PEO Named Executive Officer.