DEF 14A of Pangaea Logistics Solutions Ltd., Jun 24, 2024

DEF 14A of Pangaea Logistics Solutions Ltd.

Filed Jun 24, 2024 · FY20230001606909-24-000075

Open on EDGAR

  1. Q. What are my voting choices when voting for director nominees, and what vote is needed to elect directors?

    Q. What are my voting choices when voting for director nominees, and what vote is needed to elect directors? A. In voting on the election of two director nominees to serve until the 2026 annual meeting of shareholders. Shareholders may vote in one of the following ways: •in favor of an individual nominee; or •against an individual nominee; or •withhold votes as to an individual nominee. Each director will be elected by a simple majority of the votes of the common shares present or represented by proxy at the meeting. Our Board recommends a vote “ FOR ” all nominees.

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. Members of Our Board

    Members of Our Board The following sets forth certain information concerning the persons who serve as the Company’s directors or are nominated for election:

  4. Members of Our Board

    | Name | Age | Position | | Carl Claus Boggild | 67 | Lead Independent Director | | Richard T. du Moulin | 77 | Director, Chair of the Board | | Mark L. Filanowski | 69 | Chief Executive Officer and Director | | Eric S. Rosenfeld | 67 | Director | | David D. Sgro | 48 | Director | | Anthony Laura | 72 | Director | | Karen H. Beachy | 53 | Director |

  5. Members of Our Board

    Biographical information concerning the directors listed above is set forth below.

  6. Class I Directors

    Class I Directors Eric S. Rosenfeld. Mr. Rosenfeld serves as a director of the Company. Eric Rosenfeld of New York, New York, U.S.A., has been the President and Chief Executive Officer of Crescendo Partners, L.P., a New York based investment firm, since its formation in November 1998. Prior to forming Crescendo Partners, he held the position of Managing Director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. for 14 years. Mr. Rosenfeld currently serves on the board at Aecon Group, Inc., a construction company, and Algoma Steel, Inc., a fully integrated producer of hot and cold rolled steel products. Mr. Rosenfeld has also served as Chairman and CEO for Arpeggio Acquisition Corporation, Rhapsody Acquisition Corporation, Trio Merger Corp, Quartet Merger Corp and Harmony Merger Corp., all blank check corporations that later merged with Hill International, Primoris Services Corporation, SAExploration Holdings, Pangaea Logistics Solutions Ltd and NextDecade Corporation respectively. Mr. Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp and Legato Merger Corp II., blank check corporations that later merged with Algoma Steel, Inc. and Southland Holdings, respectively. Mr. Rosenfeld is currently the Chief SPAC Officer of Legato Merger Corp. III, a blank check corporation. Mr. Rosenfeld is also currently the CEO of Allegro Merger Corp, a non-listed shell company. He was also a director of Primo Water Corp, a water delivery and filtration company, CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, Canaccord Genuity Group, a full-service financial services company, NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc. a company that provides industrial intelligence solutions, DALSA Corp., a digital imaging and semiconductor firm, HIP Interactive, a video game company, GEAC Computer, a software company, Computer Horizons Corp. (Chairman), an IT services company, Pivotal Corp, a cloud software firm, Call-Net Enterprises, a telecommunication firm Primoris Services Corporation, a specialty construction company, and SAExploration Holdings, a seismic exploration company. Mr. Rosenfeld is a regular guest lecturer at Columbia Business School and has served on numerous panels at Queen’s University Business Law School Symposia, McGill Law School, the World Presidents’ Organization, and the Value Investing Congress. He is a senior faculty member at the Director’s College. He is a guest lecturer at Tulane Law School. He has also been a regular guest host on CNBC. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School. The board nominated Mr. Rosenfeld to be a director because he has extensive experience serving on the boards of multinational public companies and in capital markets and mergers and acquisitions transactions. Mr. Rosenfeld also has valuable experience in the operation of a worldwide business faced with a myriad of international business issues. Mr. Rosenfeld’s leadership and consensus-building skills, together with his experience as senior independent director of all boards on which he currently serves, make him an effective board member. Mark L. Filanowski. Mr. Filanowski was appointed to the position of Chief Executive Officer of the Company in December 2021. He served as Pangaea’s Chief Operating Officer from 2016 until his appointment as CEO, was a consultant to the Company from 2014 to 2016, and he has been a board member of the Company since 2014. Mr. Filanowski formed Intrepid Shipping LLC with another board member, Richard du Moulin, in 2002. From 1989 to 2002, he served as Chief Financial Officer and Senior Vice President at Marine Transport Corporation. Mr. Filanowski was Vice President and Controller at Armtek Corporation from 1984 to 1988. Mr. Filanowski started his career at Ernst & Young and worked as a Certified Public Accountant at EY from 1976 to 1984. He has served as the Chairman of the Board at Arvak and at Shoreline Mutual (Bermuda) Ltd., both marine insurance companies. He earned a BS from the University of Connecticut and an MBA from New York University. Mr. Filanowski’s experience in many aspects of the shipping industry, his participation as a director on other independent company boards, and his financial background, qualifications, and experience, make him a valuable part of the Company’s board. Anthony Laura. Mr. Laura is a founder of Pangaea and served as its Chief Financial Officer from the Company's inception until his retirement in April 2017. Prior to co-founding Bulk Partners Ltd., the predecessor to Pangaea, in 1996, Mr. Laura spent 10 years as CFO of Commodity Ocean Transport Corporation (COTCO). Mr. Laura also served as Chief Financial Officer at Navinvest Marine Services from 1986 to 2002. Mr. Laura is a graduate of Fordham University.

  7. Class II Directors

    Class II Directors Carl Claus Boggild. Mr. Boggild is a founder of Pangaea and served as its President (Brazil) from the Company's inception until his retirement in 2016. Prior to co-founding Bulk Partners Ltd., the predecessor company to Pangaea, in 1996, Mr. Boggild was Director of Chartering and Operations at the Korf Group of Germany. He also was a partner at Trasafra Ltd., a Brazilian agent for the largest independent grain parcel operator from Argentina and Brazil to Europe. He worked for Hudson Trading and Chartering where he was responsible for Brazilian related transportation services. As President of COTCO, he was responsible for the operations of its affiliate Handy Bulk Carriers Corporation. Prior to becoming President of COTCO, Mr. Boggild was an Executive Vice President and was responsible for its Latin American operations. Mr. Boggild holds a diploma in International Maritime Law. Mr. Boggild’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry. Mr. Boggild serves as the Board's Lead Independent director. David D. Sgro. Mr. Sgro serves as a director of the Company. Mr. Sgro served as Quartet’s chief financial officer, secretary, and a member of its Board of Directors. He has been the Head of Research of Jamarant Capital Mgmt. since its inception in 2015. From 2005 through 2021, Mr. Sgro was an employee of Crescendo Partners, where he completed his tenure as a Senior Managing Director of the firm. Mr. Sgro presently serves or has served on the board of directors of Legato Merger Corp. III, Algoma Steel, Inc., Legato Merger Corp. II, Legato Merger Corp., Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris Services Corporation, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd. Mr. Sgro attended Columbia Business School and prior to that, Mr. Sgro worked as an analyst and then senior analyst at Management Planning, Inc., a firm engaged in the valuation of privately held companies. Simultaneously, Mr. Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate. Mr. Sgro received a B.S. in Finance from The College of New Jersey and an M.B.A. from Columbia Business School. In 2001, he became a Chartered Financial Analyst (CFA®) Charterholder. Mr. Sgro is an adjunct faculty member at the College of New Jersey and a regular guest lecturer at Columbia Business School.

  8. Class III Directors

    Class III Directors Richard T. du Moulin. Mr. du Moulin has a distinguished career in the shipping industry, with significant leadership roles spanning several decades. He spent 15 years at OMI Corporation (1974-1989), where he served as Executive Vice President, Chief Operating Officer, and Board Director. From 1989 to 1998, he was Chairman and CEO of Marine Transport Lines, followed by his tenure as Chairman and CEO of Marine Transport Corporation from 1998 to 2002. Currently, Mr. du Moulin is a Director of Teekay Tankers and an advisor to Hudson Structured Capital Management. He also serves as a Board Trustee for the Seamen's Church Institute of New York and New Jersey. He was Chairman of Intertanko, the leading trade organization for the tanker industry, from 1996 to 1999. In addition to his corporate roles, Mr. du Moulin has served in the US Navy and is a recipient of the US Coast Guard's Distinguished Service Medal. He holds a BA from Dartmouth College and an MBA from Harvard University. His extensive operational experience and profound knowledge of the shipping industry make him a valuable member of our board. Karen H. Beachy. Ms. Beachy serves as a director of Oceaneering International (NYSE: OII), a global provider of engineered services and products for the offshore energy, defense, aerospace, and entertainment industries. In March 2022, Ms. Beachy was named to the board of Pangea Logistics Solutions (NASDQ: PANL), a Rhode Island based company that transports a wide variety of dry bulk cargoes and provides its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning. Ms. Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021 and worked with The Alliance Risk Group, a consulting that helps energy leaders develop and enhance their integrated risk management and smart, clean resilient grid solutions. Prior to starting her consulting firm and joining Oceaneering, Ms. Beachy served as the Senior Vice President of Growth and Strategy at Black Hills Corporation, an investor-owned electric and gas utility in the Midwest, where she was responsible for corporate planning, business development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization. Ms. Beachy began her tenure at Black Hills in Rapid City, South Dakota in 2014 as the Director of Supply Chain and was promoted to Vice President of Supply Chain in 2016. She was responsible for sourcing, procurement, fleet, and materials management. Ms. Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from 2010 to 2014 where Ms. Beachy led the gas operations division in Ohio and worked in supply chain. From 1995 to 2008, Ms. Beachy worked at Louisville Gas and Electric/Kentucky Utilities, an electric and gas utility in Kentucky and Western Virginia, where she held several positions in corporate development, products and services, electric operations, and supplier diversity. In 2007, Ms. Beachy completed an expatriate assignment in Germany with E.ON, a European electric utility, where she served as a project manager in the global liquified natural gas procurement group. Throughout her career, Ms. Beachy has served on several non-profit Boards with a focus on supporting and growing young people and entrepreneurs in the communities where she lived and worked. Ms. Beachy holds a bachelor’s degree in political science and a master’s degree in management from Purdue University.

  9. Guidelines for Selecting Director Nominees

    Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in our Nominating Committee Charter, generally provide that persons to be nominated: •should have demonstrated notable or significant achievements in business, education or public service; •should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and •should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our shareholders. Our Nominating and ESG Committee considers many factors when determining the eligibility of candidates for nomination to the Board. In the event of a vacancy, the Committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the Board’s overall effectiveness in meeting its mission. In considering and evaluating the suitability of candidates, the Board of Directors and the Nominating and ESG Committee take into account many factors, including the nominee’s judgment, experience, independence, character, business acumen and such other factors as the Nominating and ESG Committee concludes are pertinent in light of the current needs of the Board of Directors. The Board of Directors believes that an important factor in its composition is diversity with respect to viewpoint, including such that is held by candidates of different gender, race, ethnicity, background, age, thought and tenure on our board (in connection with the consideration of the renomination of an existing director). To reflect this determination, the Nominating and ESG Committee seeks to include diverse candidates in all director searches, taking into account the foregoing diversity considerations, including by affirmatively instructing any search firm retained to assist the Nominating and ESG Committee in identifying director candidates to seek to include diverse candidates from traditional and nontraditional candidate groups. The Nominating and ESG Committee also takes into account, as an important factor, considerations of diversity in connection with each potential director nominee, as well as on a periodic basis in connection with its periodic review of the composition of the board and the size of the board as a whole. Additionally, directors should be persons of good character and thus should generally have the personal characteristics of integrity, accountability, judgment, responsibility, high performance standards, commitment, enthusiasm, and courage to express his or her views. The Nominating and ESG Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. In addition to using search firms, the Nominating and ESG Committee may identify potential candidates by asking current Directors and executive officers to notify the Nominating and ESG Committee if they become aware of persons meeting the criteria described above, who might have an interest in serving as a Director. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors. The Nominating and Corporate Committee Charter is available on the Company's website at www.pangaeals.com/investors/board-committee-charters.

  10. Overview of Our Executive Compensation Program

    Overview of Our Executive Compensation Program The Compensation Committee of Pangaea’s Board of Directors is responsible for the Company’s Executive Compensation Programs, including the review and approval of the compensation of the Chief Executive Officer and other executive officers. In fulfillment of its responsibilities, the Committee, among other things: •identifies, reviews, and approves corporate goals and objectives relevant to the CEO and to each executive officer’s compensation; •evaluates, at least annually, the CEO’s and each executive officer’s performance in light of such goals and objectives and determines the CEO’s and each executive officer’s cash compensation based on such evaluation, including such other factors as the Compensation Committee deems appropriate and in the best interests of the Company; •determines any long-term incentive component of the CEO’s and each executive officer’s compensation. The objectives of our Compensation Programs are to attract and retain highly qualified and motivated people to perform the responsibilities delegated to them and to successfully manage and guide the Company by achieving strategic objectives as outlined by our Board of Directors. The Committee believes the Company’s Compensation Program should be somewhat flexible and discretionary and should include a high proportion of long term incentives, considering the highly volatile industry in which the Company operates. Our Executive Compensation Program consists of the following primary components: •A fixed base salary for each executive which reflects their assumed responsibilities and is competitive with a peer group of companies that operate ocean going fleets of similar size as Pangaea; •A discretionary annual cash bonus that reflects the Company’s and the executive’s performance in financial and non-financial measurements, including: ◦Safety and environmental performance, as measured by the number of incidents and vessel crew injuries ◦Revenue, as measured by TCE performance compared to peers and market averages ◦Cash flow generation, as measured by Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA") and operating cash flow ◦Cost control, as measured by vessel operating costs and general and administrative expenses ◦Governance, assessed by considering management's communication with the Board regarding significant issues the Company faces, including risk evaluation ◦Individual performance, as measured by accomplishment against individual and company-wide goals and objectives •Discretionary awards under the Company’s Long Term Incentive Plan, consisting exclusively of grants of Restricted Shares of Common Stock of Pangaea which have, to date,usually historically included vesting in years three, four and five after the grants are were made; however, the most recent grants made include 25% vesting in each of years one through four after the grants were made; and •Health benefits, 401(k) contributions and other benefits that are substantially equivalent to those offered to all of Pangaea’s full-time employees. None of our executives presently have an employment contract agreement with the Company. During the year ended December 31, 2023, the Committee determined: •Safety records: The Company's fleet had exemplary safety records, performing at or above the industry average; •Vessel performance: Pangaea has consistently demonstrated outstanding performance in the independent VesselIndex ratings,finishing with the second highest average out performance of 28 public dry bulk companies over the six year period ending in December 2023, the period of time the VesselIndex has been published; •Adjusted EBITDA performance: The Company earned adjusted EBITDA of $79.9 million; •Operating costs: Vessel operating costs reflected inflationary pressures, while general and administrative costs based on the number of ship days were lower than the peer group average; •Governance: The Compensation Committee considered governance to be a highlight of management's performance during the year, especially reporting on risk management tools, market volatility, and other corporate matters; •Cash bonus awards: Individual performance, measured against goals and objectives set by the Committee, was reflected in the cash bonus awards granted; and •Long-term incentive awards: The executive team's successful efforts to increase share liquidity and share performance in the stock market over the last two years were recognized through long-term incentive awards. The following table sets forth the total compensation for the fiscal years ended December 31, 2023 and 2022:

  11. Overview of Our Executive Compensation Program

    | Name and Principal Position | Year | Salary and Compensation (1) | Cash Bonus | Stock Awards (2) | All Other Compensation(3) | Total | | Mark L. Filanowski | 2023 | $450,000 | $600,000 | $399,994 | $34,273 | $1,484,267 | | Chief Executive Officer | 2022 | $250,000 | $1,350,000 | $439,838 | $35,014 | $2,074,852 | | (Principal Executive Officer) | | | | | | | | Gianni Del Signore | 2023 | $300,000 | $275,000 | $199,997 | $27,080 | $802,077 | | Chief Financial Officer | 2022 | $200,000 | $450,000 | $274,898 | $21,428 | $924,898 | | (Principal Financial Officer) | | | | | | | | Mads Rosenberg Boye Petersen (4) | 2023 | $350,000 | $375,000 | $224,999 | $7,587 | $957,586 | | Chief Operating Officer | 2022 | $223,770 | $600,000 | $329,880 | $1,399 | $1,155,049 |

  12. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End As of December 31, 2023, the Company’s named executive officers held the following outstanding equity or equity-based awards, all of which are earned:

  13. Outstanding Equity Awards at Fiscal Year End

    | | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | Mark Filanowski | 03/19/24 | 57,388 | $399,994 | | Chief Executive Officer | 01/02/23 | 81,301 | $669,920 | | | 01/02/22 | 35,000 | $288,400 | | | 12/28/20 | 33,334 | $274,672 | | | 12/31/19 | 16,667 | $137,336 | | | 01/02/19 | 15,000 | $123,600 | | | | 238,690 | 1,893,923 | | Gianni Del Signore | 03/19/24 | 28,694 | $199,997 | | Chief Financial Officer | 01/02/23 | 50,813 | $418,699 | | | 01/02/22 | 30,000 | $247,200 | | | 12/28/20 | 36,667 | $302,136 | | | 12/31/19 | 18,334 | $151,072 | | | 01/02/19 | 16,667 | $137,336 | | | | 181,175 | 1,456,441 | | Mads Rosenberg Boye Petersen | 03/19/24 | 32,281 | $224,999 | | Chief Operating Officer | 01/02/23 | 60,976 | $502,442 | | | 01/02/22 | 30,000 | $247,200 | | | 12/15/20 | 20,000 | $164,800 | | | 12/15/19 | 10,000 | $82,400 | | | 01/02/19 | 6,667 | 54,936 | | | | 159,924 | 1,276,777 |

  14. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the relationship of executive compensation actually paid (“Compensation Actually Paid”) and certain financial performance of our company. The following table shows the total compensation for our Named Executive Officers ("NEOs") NEOs for the past two fiscal years as set forth in the Summary Compensation Table, the Compensation Actually Paid to our CEO (also referred to as the principal executive officer or “PEO”) and our other non-PEO NEO, our total shareholder return on a $100 hypothetical investment in our common stock and our net income. The compensation actually paid ("CAP") for the PEO and the average non-PEO NEOs is calculated by taking the Summary Compensation Table values: a) less the grant value of equity granted during the year; b) plus the year-end fair value of unvested equity awards granted during the year; c) plus, for awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value; d) plus, for awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value; The tables below illustrate the CAP for the PEO and average non-PEO NEO's. Pay Versus Performance Table

  15. Pay Versus Performance

    | Year | Summary compensation table total for PEO (1) | Compensation actually paid to PEO (1) | Average summary compensation table total for non-PEO NEOs (2) | Average compensation actually paid to non-PEO NEOs (2) | Total shareholder return (3) | Net income (in thousands) | | 2023 | $1,484,267 | $2,073,120 | $879,832 | $1,398,907 | $221 | $26,323 | | 2022 | $2,074,852 | $1,996,552 | $1,039,974 | $1,036,608 | $142 | $79,491 |

  16. Pay Versus Performance

    (1) The Principal Executive Officer ("PEO") in 2023 was CEO, Mr. Filanowski. (2) The non-PEO NEOs in 2023 were Mr. Del Signore and Mr. Petersen. (3) The values disclosed in this column represent a hypothetical investment of $100 in our stock on December 31, 2021, and as of December 31, 2022 and December 31, 2023, based upon the Company's TSR for the years then ended. Adjustments from Total Compensation to Compensation Actually Paid The following tables present the requisite adjustments from total compensation, as reported in the Summary Compensation Table, to calculate Compensation Actually Paid to our CEO and other NEO for the fiscal years ended December 31, 2023 and 2022.

  17. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to our PEO | | 2023 | 2022 | | Summary Compensation Table - Total Compensation | | $1,484,267 | $2,074,852 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (399,994) | (439,838) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | 439,838 | 134,750 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 549,009 | 226,788 | | | Compensation Actually Paid | $2,073,120 | $1,996,552 |

  18. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to non-PEO NEO | | 2023 | 2022 | | Summary Compensation Table - Total Compensation | | $879,832 | $1,039,974 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (212,498) | (302,389) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | 302,389 | 115,500 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 429,184 | 183,523 | | | Compensation Actually Paid | $1,398,907 | $1,036,608 |

  19. Pay Versus Performance

    Relationship between CAP and TSR The following graph displays the PEO and average non-PEO NEO CAP amounts are aligned with the Company’s TSR (assuming an initial investment of $100 made on December 31, 2021) for the fiscal years ended December 31, 2022 and 2023. The CAP dollar amounts in the graph are shown in thousands of dollars. Relationship between CAP and Net Income The graph below reflects the relationship between PEO and average Non-PEO NEO CAP amounts and the Company’s net income for the fiscal years ending December 31, 2022 and 2023. The Net Income dollar amounts in the graph are shown in thousands of dollars.

  20. PROPOSAL 1 - ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1 - ELECTION OF CLASS II DIRECTORS To elect the following three nominees to our Board of Directors as Class I directors serving until the annual meeting of shareholders to be held in 2027: •Eric S. Rosenfeld •Mark L. Filanowski •Anthony Laura Our Board unanimously recommends that shareholders vote “FOR" the election of two Class I director, Eric S. Rosenfeld, Mark L. Filanowski and Anthony Laura. Our Board of Directors consists of seven members divided into three classes. If approved at the 2024 meeting, our Board of Directors will consist of the following: •in Class II, to stand for reelection in 2025: Carl Claus Boggild and David D. Sgro; •in Class III, to stand for reelection in 2026: Richard du Moulin and Karen H. Beachy; and •in Class I, to stand for reelection in 2027: Eric S. Rosenfeld, Mark L. Filanowski and Anthony Laura. Votes to withhold authority and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but will not affect the election outcome.