DEF 14A of Weyco Group Inc
Filed Apr 4, 2025 · FY20240001558370-25-004453
Proposal One: Election of Directors
Proposal One: Election of Directors Our Board of Directors (“Board”) currently has six members. At the 2025 Annual Meeting, six directors will be elected; proxies cannot be voted for a greater number of persons than the six nominees. Our Nominating and Corporate Governance Committee has recommended, and our Board has approved, the following six nominees for reelection: Tina Chang, John W. Florsheim, Thomas W. Florsheim, Thomas W. Florsheim, Jr., Cory L. Nettles, and Frederick P. Stratton, Jr. Robert Feitler resigned from our Board effective February 28, 2025, as reported in our Current Report on Form 8-K filed with the SEC on March 5, 2025. Mr. Feitler had been a member of our Board since 1964, and served on our Nominating and Corporate Governance Committee, Compensation Committee, and Audit Committee prior to his resignation. We would like to express our sincere gratitude to Mr. Feitler for his more than 60 years of service with the Company; his contributions over the years have been invaluable. Following Mr. Feitler’s resignation, our Nominating and Corporate Governance Committee began a search, and we anticipate appointing a new director as soon as practicable after the 2025 Annual Meeting. A majority of the votes entitled to be cast by holders of outstanding shares of our common stock, represented in person or by proxy, will constitute a quorum at the Annual Meeting. Directors are elected by a plurality of the votes cast by the holders of our common stock at a meeting at which a quorum is present. Abstentions and broker nonvotes are counted as present for purposes of determining whether there is a quorum. “Plurality” means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by withholding a vote, broker nonvote or otherwise) have no impact in the election of directors. Votes will be tabulated by an inspector at the meeting. If any of the nominees should decline or be unable to act as a director, which is not expected, the proxies will be voted with discretionary authority by the persons named to vote in the proxy for a substitute nominee designated by our Board. Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and their father is Thomas W. Florsheim. There are no other family relationships between any of our directors.
Our Board recommends that you vote “FOR” the election of
Our Board recommends that you vote “FOR” the election of Tina Chang, John W. Florsheim, Thomas W. Florsheim, Thomas W. Florsheim, Jr., Cory L. Nettles, and Frederick P. Stratton, Jr. Information regarding the nominees, including the particular skills, qualifications and other attributes that we believe qualify each to serve on our Board, is set forth below as well as in “Board Information — Composition of the Board of Directors.” For additional information regarding the criteria to evaluate Board membership, see “Board Information — Nomination of Director Candidates” below.
Nominees for Election for Terms Expiring in 2026
Nominees for Election for Terms Expiring in 2026
Director Compensation
Director Compensation Our directors who are not also employees receive a quarterly cash retainer. The quarterly cash retainer was $9,000 in 2024. Non-employee directors are also eligible to receive equity awards. In 2024, each non-employee director received 1,550 shares of restricted stock under the Weyco Group, Inc. 2024 Incentive Plan. Restricted stock awards granted in 2024 vest ratably over five years. The following table shows director compensation for the non-employee directors for 2024.
Director Compensation
| | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1)(2) | Compensation(3) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Thomas W. Florsheim | $36,000 | $53,708 | $14,400 | $104,108 | | Tina Chang | $36,000 | $53,708 | $— | $89,708 | | Robert Feitler (4) | $36,000 | $53,708 | $— | $89,708 | | Cory L. Nettles | $36,000 | $53,708 | $— | $89,708 | | Frederick P. Stratton, Jr. | $36,000 | $53,708 | $— | $89,708 |
Director Compensation
Notes:
Director Compensation
| (1) Grant date fair value (which was calculated to be $34.65 per share) of the restricted stock granted on August 26, 2024, computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). See Note 19 of the Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. |
Director Compensation
| (2) No option awards were granted in 2024. While the 2024 Incentive Plan allows for options, it is our intention to no longer grant options to non-employee directors or named executive officers. |
Director Compensation
| (3) On December 28, 2000, a director and Chairman Emeritus of our Board, Thomas W. Florsheim, entered into a consulting agreement with the Company under which he agreed to act as advisor to the Company in connection with our acquisition and sale of products and materials. In accordance with this agreement, Thomas W. Florsheim was paid $14,400 in 2024. |
Director Compensation
| (4) Robert Feitler resigned from our Board, effective February 28, 2025. |
Director Compensation
As of December 31, 2024, each non-employee director had outstanding the following number of stock awards and option awards:
Director Compensation
| | Stock | Option | | | Awards | Awards | | Name | Outstanding | Outstanding | | Thomas W. Florsheim | 3,050 | 23,000 | | Tina Chang | 3,050 | 22,300 | | Robert Feitler | 3,050 | 23,000 | | Cory L. Nettles | 3,050 | 23,000 | | Frederick P. Stratton, Jr. | 3,050 | 16,000 |
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation of our named executive officers (“NEOs”) for the years ended December 31, 2024 and 2023.
Summary Compensation Table
| | | | | | Non-equity | | | | | | | Stock | Option | incentive plan | All other | | | Name and Principal Position | Year | Salary ($) | Awards ($) | Awards ($) | compensation | compensation ($) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Thomas W. Florsheim, Jr. | 2024 | $776,000 | $91,823(1) | $—(3) | $523,800(5) | $34,044(6) | $1,425,667 | | Chairman and Chief Executive Officer | 2023 | $753,239 | $38,685(2) | $46,410(4) | $508,436(5) | $36,173(6) | $1,382,943 | | John W. Florsheim | 2024 | $741,000 | $91,823(1) | $—(3) | $500,175(5) | $22,644(6) | $1,355,642 | | President, Chief Operating Officer and Assistant Secretary | 2023 | $719,821 | $38,685(2) | $46,410(4) | $485,879(5) | $19,229(6) | $1,310,024 | | Kevin S. Schiff | 2024 | $400,000 | $50,243(1) | $—(3) | $180,000(5) | $20,090(7) | $650,333 | | Vice President, and President of Florsheim Brand | 2023(8) | — | — | — | — | — | — |
Summary Compensation Table
Notes:
Summary Compensation Table
| (1) This amount represents the grant date fair value ($34.65 per share) of the restricted stock granted on August 26, 2024, computed in accordance with ASC 718. See Note 19 of the Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. This restricted stock vests ratably over five years. |
Summary Compensation Table
| (2) This amount represents the grant date fair value ($25.79 per share) of the restricted stock granted on August 25, 2023, computed in accordance with ASC 718. See Note 19 of the Notes to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. This restricted stock vests ratably over four years. |
Summary Compensation Table
| (3) No option awards were granted in 2024. While the 2024 Incentive Plan allows for options, it is our intention to no longer grant options to NEO’s or non-employee directors. |
Summary Compensation Table
| (4) This amount includes the grant date fair value of the stock option awards granted on August 25, 2023, using the fair value of $6.63 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 19 to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. Stock options vest ratably over five years and expire 10 years from grant date. |
Summary Compensation Table
| (5) These amounts reflect annual cash bonuses related to the achievement of Company-wide financial goals in 2024 and 2023 and were paid after each respective fiscal year end (December 31). A more detailed description of these bonuses is provided under “Non-Equity Incentive Plan Compensation” below. |
Summary Compensation Table
| (6) All other compensation relates to the use of an automobile, life insurance premiums and 401(k) match contributions. |
Summary Compensation Table
| (7) All other compensation relates to life insurance premiums and 401(k) match contributions. |
Summary Compensation Table
| (8) Kevin S. Schiff became a NEO in 2024. Therefore, Kevin’s 2023 compensation data is not being reported. |
Summary Compensation Table
Non-Equity Incentive Plan Compensation Non-equity incentive plan compensation represents annual cash bonuses awarded pursuant to our 2024 and 2017 Incentive Plans. Annual cash bonuses are based solely upon the achievement of Company-wide financial goals, established by the Compensation Committee. Bonuses are based on a set percentage of the executive’s salary, with a maximum bonus of 67.5% of salary for Thomas W. Florsheim, Jr. and John W. Florsheim, and 45.0% of salary for Kevin S. Schiff. For Thomas W. Florsheim, Jr. and John W. Florsheim, the 2024 annual cash bonus was based on specified earnings targets set by the Compensation Committee. For Kevin S. Schiff, the 2024 annual cash bonus was based on specified gross margin targets for the Florsheim division. For 2024, Thomas W. Florsheim, Jr. and John W. Florsheim each received a maximum cash bonus equal to 67.5% of their base salaries, and Kevin S. Schiff received a maximum cash bonus equal to 45.0% of his base salary. For 2023, Thomas W. Florsheim, Jr. and John W. Florsheim each received a maximum cash bonus equal to 67.5% of their base salaries.
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | | Stock Awards | | | | | | | | | | Market | | | | Number of | Number of | | | Number of | Value of | | | | Securities | Securities | | | Shares or | Shares or | | | | Underlying | Underlying | | | Units of | Units of | | | | Unexercised | Unexercised | Option | Option | Stock That | Stock That | | | | Options (#) | Options (#) | Exercise | Expiration | Have Not | Have Not | | Name | | Exercisable | Unexercisable(1) | Price ($) | Date | Vested (#)(2) | Vested ($)(3) | | (a) | Grant Date | (b) | (c) | (e) | (f) | (g) | (h) | | Thomas W. Florsheim, Jr. | 8/23/2018 | 8,000 | | $37.22 | 8/23/2028 | | | | | 8/26/2020 | 8,000 | 2,000 | $18.00 | 8/26/2030 | | | | | 8/25/2021 | 6,000 | 4,000 | $24.00 | 8/25/2031 | 500 | $18,775 | | | 8/25/2022 | 2,800 | 4,200 | $28.83 | 8/25/2032 | 750 | $28,163 | | | 8/25/2023 | 1,400 | 5,600 | $25.79 | 8/25/2033 | 1,125 | $42,244 | | | 8/26/2024 | | | | | 2,650 | $99,508 | | John W. Florsheim | 8/23/2018 | 8,000 | | $37.22 | 8/23/2028 | | | | | 8/26/2020 | 8,000 | 2,000 | $18.00 | 8/26/2030 | | | | | 8/25/2021 | 6,000 | 4,000 | $24.00 | 8/25/2031 | 500 | $18,775 | | | 8/25/2022 | 2,800 | 4,200 | $28.83 | 8/25/2032 | 750 | $28,163 | | | 8/25/2023 | 1400 | 5,600 | $25.79 | 8/25/2033 | 1,125 | $42,244 | | | 8/26/2024 | | | | | 2,650 | $99,508 | | Kevin S. Schiff | 8/26/2020 | | 1,200 | $18.00 | 8/26/2030 | | | | | 8/25/2021 | | 2,400 | $24.00 | 8/25/2031 | 250 | $9,388 | | | 8/25/2022 | | 2,340 | $28.83 | 8/25/2032 | 400 | $15,020 | | | 8/25/2023 | | 3,120 | $25.79 | 8/25/2033 | 600 | $22,530 | | | 8/26/2024 | | | | | 1,450 | $54,448 |
Outstanding Equity Awards at December 31, 2024
Notes:
Outstanding Equity Awards at December 31, 2024
| (1) Option awards granted from 2018 through 2023 vest ratably over five years beginning on the first anniversary of the grant date. There were no option awards granted in 2024. |
Outstanding Equity Awards at December 31, 2024
| (2) Restricted stock awards granted from 2021 through 2023 vest ratably over four years beginning on the first anniversary of the grant date. Restricted stock awards granted in 2024 vest ratably over five years beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at December 31, 2024
| (3) Amounts are calculated using the market value of our common stock on December 31, 2024, of $37.55. |
Outstanding Equity Awards at December 31, 2024
Awards granted from 2018 through 2023 were granted under our 2017 Incentive Plan. Awards granted in 2024 were granted under the 2024 Incentive Plan. We no longer grant awards under the 2017 Incentive Plan.
Pension Benefits
Pension Benefits We have a defined benefit pension plan which was frozen effective December 31, 2016. No benefits have been accrued under the plan subsequent to that date. We also have an unfunded supplemental pension plan for key executives so they may receive pension benefits which they would otherwise be prevented from receiving as a result of certain limitations of the Internal Revenue Code. Normal retirement benefits generally equal one and six-tenths of an employee’s average annual compensation multiplied by number of years of credited service, up to a maximum of 25 years. The plans provide for normal retirement at age 65 and provide for reduced benefits for early retirement beginning at age 55. Pension benefits are payable under a variety of options, to be selected by the retiree and are calculated under a formula that is integrated with Social Security, although the amounts determined under the formula are not reduced by Social Security benefits. Benefits under the supplemental plan are payable either in the form of an annuity or as a single lump-sum payment following the retiree’s termination of service. The normal retirement benefit is 1.6% of average compensation per year and is based on (i) the highest average earnings for any 5 consecutive years during the 10 calendar years ending December 31, 2016, (ii) length of service up to 25 years and (iii) the highest average covered compensation for Social Security purposes. The foregoing describes the general formula under the defined benefit plan and related excess benefits plan as revised in 1997. Those salaried employees who were covered in the plans on January 1, 1989, and all officers (including the NEOs) who are Senior Vice Presidents or above are provided with the higher of the benefits described above or a minimum benefit based on a prior formula through the defined benefit plan, the unfunded excess benefits plan described above and an unfunded deferred compensation plan. The normal retirement benefit under the prior formula is based on the highest average earnings for any five consecutive years during the 10 calendar years preceding December 31, 2016 and length of service up to 25 years. The normal retirement benefit for officers (including the NEOs) who are Senior Vice Presidents or above is based on the highest average earnings for any five years during the 20 calendar years preceding December 31, 2016 and length of service up to 25 years. Minimum benefit amounts are not subject to any deduction for Social Security benefits. Under the excess benefits plan, upon a change in control, a lump sum benefit payment shall be made to each participant.
Employment Contracts and Potential Payments Upon Termination or Change of Control
Employment Contracts and Potential Payments Upon Termination or Change of Control We have employment contracts with Thomas W. Florsheim, Jr. and John W. Florsheim whereby, for services to be rendered, their employment will continue until December 31, 2025, at salary levels to be determined and reviewed periodically. These contracts provide, among other things, that a lump sum amount equal to slightly less than three times the base amount compensation (as defined in Section 280G of the Internal Revenue Code) will be paid to Thomas W. Florsheim, Jr. and John W. Florsheim, respectively, as severance pay, in the event the Company terminates the executive’s employment without cause or the individual terminates his employment following a change of control of the Company. A “change of control” is defined in the employment agreements as: a change in control of more than 15% of the shares of the Company; the replacement of two or more directors by persons not nominated by the Board; any enlargement of the size of the Board if the change was not supported by the existing Board; a merger, consolidation or transfer of assets of the Company; or a substantial change in his responsibilities. In the event Thomas W. Florsheim, Jr. or John W. Florsheim is prevented from performing his duties by reason of permanent disability, the executive’s normal salary will be discontinued and a disability salary of 75% of the individual’s then-current salary will be paid until December 31, 2025. Also, in the event Thomas W. Florsheim, Jr. or John W. Florsheim dies prior to the termination of his employment under the contract, a death benefit equal to his salary at the annual rate being paid to the executive at the date of death will be paid to a designated beneficiary for a three-year period. As of March 31, 2025, the annual salary of Thomas W. Florsheim, Jr. is $791,500 and John W. Florsheim’s annual salary is $756,000. In accordance with the terms of the 2017 Incentive Plan and 2024 Incentive Plan, if a change of control should occur, all options and stock awards granted by the Company shall immediately vest.
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.
Pay Versus Performance
| | Summary | | Average Summary | Average | | | | | Compensation | Compensation | Compensation | Compensation | Value of Initial Fixed $100 | | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Investments based on Total | Net Income | | Year | for PEO(1) | to PEO(2) | Non-PEO NEOs(3) | Non-PEO NEOs(4) | Shareholder Return(5) | (in Millions)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2024 | $1,425,667 | $1,552,167 | $1,002,988 | $1,101,797 | $191 | $30.3 | | 2023 | $1,382,943 | $1,613,111 | $973,370 | $1,153,855 | $146 | $30.2 | | 2022 | $1,347,667 | $1,360,466 | $937,959 | $948,056 | $145 | $29.5 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Thomas Florsheim, Jr., our principal executive officer (“PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Tom Florsheim, Jr. as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Tom during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Tom’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| | Reported Summary | | | Compensation | | | Compensation | Reported Value of | Equity Award | Actually Paid to | | Year | Table Total for PEO | Equity Awards(a) | Adjustments(b) | PEO | | 2024 | 1,425,667 | (91,823) | 218,323 | 1,552,167 | | 2023 | 1,382,943 | (85,095) | 315,263 | 1,613,111 | | 2022 | 1,347,667 | (90,705) | 103,504 | 1,360,466 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
Pay Versus Performance
| The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| | | Year over Year | Fair Value as of | Year over Year | Fair Value at the End | Value of Dividends or | | | | | Change in Fair | Vesting Date of | Change in Fair | of the Prior Year of | other Earnings Paid on | | | | | Value of | Equity Awards | Value of Equity | Equity Awards that | Stock or Option Awards | | | | Year End Fair | Outstanding and | Granted and | Awards Granted in | Failed to Meet | not Otherwise Reflected | Total Equity | | | Value of Equity | Unvested Equity | Vested in the | Prior Years that | Vesting Conditions | in Fair Value or Total | Award | | Year | Awards | Awards | Year | Vested in the Year | in the Year | Compensation | Adjustments | | 2024 | $99,508 | $91,677 | $— | $22,142 | $— | $4,996 | $218,323 | | 2023 | $120,190 | $152,915 | $— | $37,459 | $— | $4,699 | $315,263 | | 2022 | $55,050 | $(6,340) | $— | $50,390 | $— | $4,404 | $103,504 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for our NEOs as a group (excluding Tom Florsheim, Jr.) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Tom Florsheim, Jr.) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, John W. Florsheim and Kevin S. Schiff.; (ii) for 2023, John W. Florsheim and Brian Flannery; (iii) for 2022, John W. Florsheim and Kevin S. Schiff |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Tom Florsheim, Jr.), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Tom Florsheim, Jr.) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S - K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Tom Florsheim, Jr.) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
Pay Versus Performance
| | Average Reported | | | Average | | | Summary Compensation | Averaged Reported | | Compensation | | | Table Total for Non-PEO | Fair Value of Equity | Average Equity | Actually Paid to | | Year | NEO’s | Awards | Award Adjustments(a) | Non-PEO NEOs | | 2024 | $1,002,988 | $(71,033) | $169,842 | $1,101,797 | | 2023 | $973,370 | $(65,792) | $246,277 | $1,153,855 | | 2022 | $937,959 | $(70,106) | $80,203 | $948,056 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| | | | Average Fair | | Average Fair Value | Average Value of | | | | | Year over Year | Value as of | Year over Year | at the End of the | Dividends or other | | | | | Change in Fair | Vesting Date of | Change in Fair | Prior Year of Equity | Earnings Paid on Stock | | | | | Value of | Equity Awards | Value of Equity | Awards that Failed | or Option Awards not | Total | | | Average Year | Outstanding and | Granted and | Awards Granted in | to Meet Vesting | Otherwise Reflected in | Average | | | End Fair Value of | Unvested Equity | Vested in the | Prior Years that | Conditions in the | Fair Value or Total | Equity Award | | Year | Equity Awards | Awards | Year | Vested in the Year | Year | Compensation | Adjustments | | 2024 | $76,978 | $71,753 | $— | $17,342 | $— | $3,769 | $169,842 | | 2023 | $93,017 | $120,429 | $— | $29,303 | $— | $3,528 | $246,277 | | 2022 | $42,483 | $(4,683) | $— | $39,101 | $— | $3,302 | $80,203 |
Pay Versus Performance
| (5) The cumulative total shareholder return reported in column (f) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) The dollar amounts reported in column (h) represent the amount of net income reflected in our audited financial statements for the applicable year. |
Pay Versus Performance
Total Shareholder Return: Our total shareholder return (“TSR”) was $145 in 2022, $146 in 2023, and $191 in 2024. Our TSR increased from 2022 to 2024, trending in the same direction as the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs. Net Income: Our net income was $29.5 million in 2022, $30.2 million in 2023, and $30.3 million in 2024. Our net income achieved record levels in each of these years, trending in the same direction as the compensation actually paid to our PEO and the average compensation actually paid to our Non-PEO NEOs.