DEF 14A of Pangaea Logistics Solutions Ltd., Mar 28, 2025

DEF 14A of Pangaea Logistics Solutions Ltd.

Filed Mar 28, 2025 · FY20240001606909-25-000103

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 three director nominees to serve until the 2028 annual meeting of shareholders and one director nominee 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 | 68 | Lead Independent Director | | Richard T. du Moulin | 78 | Director, Chair of the Board | | Mark L. Filanowski | 70 | Chief Executive Officer and Director | | Eric S. Rosenfeld | 68 | Director | | David D. Sgro | 49 | Director | | Anthony Laura | 73 | Director | | Karen H. Beachy | 54 | Director | | Gary Vogel | 59 | Director | | Christina Tan | 72 | 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. Christina Tan has been the Chief Executive Officer of M.T. Maritime Management (USA) LLC since the beginning of 2020. Ms. Tan has been an officer with the M.T. Maritime Management Group (“MTM Group”) for over 30 years, performing in a variety of capacities, including finance and chartering. Ms. Tan has been a director of Dorian LPG Ltd. (NYSE: LPG) since May 1, 2015, and is currently a member of the Audit and Nominating and Corporate Governance Committees and was also a board member of Northern Shipping Funds from 2008 to 2015, at which point she remained as a member of the Limited Partnership Advisory Committee (LPAC) until 2023. For eight years prior to joining MTM Group, Ms. Tan was Vice President of Finance & Trading for Socoil Corporation, a major Malaysian palm oil refiner and trading company. Ms. Tan earned a BA in Economics and Mathematics from Western State College of Colorado.

  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. From 2007 until his retirement in 2024, Mr. du Moulin served as a Director of Teekay Tankers. He also served as an advisor to Hudson Structured Capital Management from 2020 to 2024. He currently serves as a Board Trustee for the Seamen's Church Institute of New York and New Jersey. Mr. du Moulin 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 served in the U.S. Navy and is a recipient of the U.S. 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. Gary Vogel has over 36 years of experience in the international shipping industry. He currently serves as a Director of SFL Corp, (NYSE: SFL), a position he has held since 2016. From 2015 to 2024 he served as Chief Executive Officer and a Director of Eagle Bulk Shipping Inc. (NYSE: EGLE), a U.S. listed owner and operator of geared dry bulk vessels. From 2000 to 2015, Mr. Vogel held various positions in Clipper Group Ltd., lastly as Chief Executive Officer. Mr. Vogel graduated from the U.S. Merchant Marine Academy in 1988 with a Bachelor of Science degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Under the compensation program for our non-employee directors, members of the Board who are not employees received a combination of cash compensation and restricted shares of our common stock, pursuant to the 2024 Long-Term Incentive Plan (the "2024 Plan"), as payment for services rendered. Each director elected or appointed to the Board receives a restricted share award with a grant-date fair value of approximately $120,000, calculated in accordance with ASC 718. These shares are fully vested upon grant. For more details, please refer to Note 14, 'Stock Incentive Plans and Non-Controlling Interest,' in the Company's Form 10K filed on March 17, 2025. The following table sets forth compensation paid to or earned by our non-employee directors during 2024:

  11. Compensation of Non-Employee Directors

    | Name (1) | Fees Earned or Paid in Cash | Stock Awards | Total | | Richard DuMoulin | $175,000 | $120,000 | $295,000 | | Eric Rosenfeld | $117,500 | $120,000 | $237,500 | | David Sgro | $117,500 | $120,000 | $237,500 | | Anthony Laura | $102,500 | $120,000 | $222,500 | | Claus Boggild | $102,500 | $120,000 | $222,500 | | Karen H Beachy | $117,500 | $120,000 | $237,500 |

  12. Compensation of Non-Employee Directors

    (1) Mark Filanowski, who was part of our board of directors in 2024, is not listed in this table since he did not receive any extra compensation for his role as a board member. Christina Tan and Gary Vogel were appointed to the Company's board of directors on January 20, 2025, with Christina Tan serving as a Class II Director and Gary Vogel serving as a Class III Director.

  13. Overview of Our Executive Compensation Program

    As noted elsewhere in this Proxy Statement, Pangaea qualifies as a “Smaller Reporting Company,” or “SRC,” under SEC rules. As a Smaller Reporting Company, we are permitted to provide reduced disclosures in this Proxy Statement, including those relating to executive compensation. Among other things, we are not required to have a Compensation Discussion and Analysis. Nevertheless, we are providing the following information to be transparent to our stockholders on how we compensate our executives. This section describes our compensation philosophy, the objectives of our executive compensation program and policies, the elements of the compensation program and how each element fits into our overall compensation philosophy and strategy. The Compensation Committee of Pangaea’s Board of Directors oversees the Company’s Executive Compensation Program with support from its independent executive compensation consultant, Lyons, Benenson & Co, Inc. ("LB&Co."), including the review and approval of compensation for the Chief Executive Officer and other executive officers. As part of its responsibilities, the Committee: •Establishes and approves corporate goals and objectives relevant to the compensation of the CEO and each executive officer; •Evaluates the performance of the CEO and each executive officer at least annually in relation to those goals, and determines their cash compensation accordingly, taking into account other relevant factors deemed appropriate and in the Company’s best interests; •Determines the long-term incentive components of executive compensation. The primary goal of the Company’s Executive Compensation Program is to attract, retain, and motivate talented individuals capable of fulfilling their responsibilities and guiding the Company toward achieving its strategic objectives. Given the highly cyclical and volatile nature of the industry, the Committee believes the program should maintain flexibility and incorporate a significant emphasis on long-term performance. The key components of the Executive Compensation Program include: Base Salary – A fixed salary that reflects each executive’s responsibilities and remains competitive with a group of peer companies, in particular those operating ocean-going fleets; Annual Discretionary Cash Bonus – A discretionary award with consideration on both company and individual performance, including: •Safety and environmental outcomes, measured by incident frequency and crew injuries; •Revenue performance, based on Time Charter Equivalent (TCE) metrics relative to market and peer benchmarks; •Cash flow generation, assessed through EBITDA and operating cash flow; •Cost control, based on vessel operating expenses and general and administrative costs; •Governance practices, evaluated through management’s communication and engagement with the Board on key issues and risk oversight; •Individual achievements, measured against personal and corporate goals; Long-Term Incentive Awards – Awards are granted under the Company’s Long Term Incentive Plan in the form of restricted shares of common stock. While vesting schedules have varied in prior years, the most recent grants vest over a three-year period, with 1/3 vesting on the first anniversary, 1/3 on the second anniversary, and 1/3 on the third anniversary of the grant date; Other Benefits – The Company's executives are provided with the same benefit opportunities as those provided to all full time employees, including health insurance, 401(k) contributions, and other standard benefits. The Company does not currently have employment agreements with any of its executive officers. During the year ended December 31, 2024, the Compensation Committee made the following key observations and decisions: •Safety – The Company’s fleet achieved exemplary safety records, performing at or above industry benchmarks. •Vessel TCE Performance – The Company's TCE has consistently outperformed the average of the Panamax and Supramax market indices, exceeding the market by an average of 29% on a trailing 5-year basis. Further the Company has demonstrated outstanding performance in the independent VESSELINDEX TCE ratings, finishing second in average out-performance over the six-year history among publicly listed dry bulk companies. •Adjusted EBITDA – The Company generated $83.0 million in adjusted EBITDA. •Operating Costs – While facing inflationary pressure, the Company's Vessel operating expenses on a per ship day basis have declined year over year, while general and administrative costs, normalized by ship days, were at or below peer averages. •Cash Bonuses – Awarded based on the achievement of individual goals and objectives set by the Committee. •Long-Term Incentives – Recognized the executive team’s success in improving stock liquidity and share performance over the past two years. The following table sets forth the total compensation for the fiscal years ended December 31, 2024 and 2023:

  14. 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 | 2024 | $550,000 | $708,000 | $448,460 | $32,619 | $1,739,079 | | Chief Executive Officer | 2023 | $450,000 | $600,000 | $399,994 | $34,273 | $1,484,267 | | (Principal Executive Officer) | | | | | | | | Gianni Del Signore | 2024 | $350,000 | $348,000 | $214,041 | $40,533 | $952,574 | | Chief Financial Officer | 2023 | $300,000 | $275,000 | $199,997 | $27,080 | $802,077 | | (Principal Financial Officer) | | | | | | | | Mads Rosenberg Boye Petersen | 2024 | $425,000 | $423,000 | $259,901 | $18,819 | $1,126,720 | | Chief Operating Officer | 2023 | $350,000 | $375,000 | $224,999 | $7,587 | $957,586 |

  15. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End As of December 31, 2024, the Company’s named executive officers held the following outstanding equity or equity-based awards, all of which are earned:

  16. 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 | 12/28/20 | 16,667 | $89,335 | | Chief Executive Officer | 01/03/22 | 23,334 | 125,070 | | | 01/03/23 | 81,301 | 435,773 | | | 03/19/24 | 43,041 | 230,700 | | | 02/18/25 | 84,615 | 448,460 | | | | 248,958 | $1,329,338 | | Gianni Del Signore | 12/28/2020 | 18,334 | $98,270 | | Chief Financial Officer | 1/3/2022 | 20,000 | 107,200 | | | 1/3/2023 | 50,813 | 272,358 | | | 3/19/2024 | 21,521 | 115,353 | | | 2/18/2025 | 40,385 | 214,041 | | | | 151,053 | $807,221 | | Mads Rosenberg Boye Petersen | 12/15/2020 | 10,000 | $53,600 | | Chief Operating Officer | 1/3/2022 | 20,000 | 107,200 | | | 1/3/2023 | 60,976 | 326,831 | | | 3/19/2024 | 24,211 | 129,771 | | | 2/18/2025 | 49,038 | 259,901 | | | | 164,225 | $877,304 |

  17. 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”) or ("CAP") 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 NEOs, our total shareholder return on a $100 hypothetical investment in our common stock and our net income. The 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

  18. 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) | | 2024 | $1,739,079 | $2,743,670 | $1,039,647 | $1,752,139 | $70 | $28,903 | | 2023 | $1,484,267 | $3,910,533 | $879,832 | $2,604,177 | $168 | $26,323 | | 2022 | $1,807,196 | $2,521,385 | $896,228 | $1,543,222 | $144 | $79,491 |

  19. Pay Versus Performance

    (1) The Principal Executive Officer ("PEO") in 2024 was CEO, Mr. Filanowski. (2) The non-PEO NEOs in 2024 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, 2022, December 31, 2023, and December 31, 2024, 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, 2024, 2023 and 2022.

  20. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to our PEO | | 2024 | 2023 | 2022 | | Summary Compensation Table - Total Compensation | | $1,739,079 | $1,484,267 | $1,807,196 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (448,460) | (399,994) | (439,838) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards | 1,329,338 | 1,893,923 | 791,086 | | + | Fair Value of Awards Vested (on vest date during 2024, 2023 and 2022) | 435,460 | 383,328 | 200,446 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (311,746) | 549,009 | 162,494 | | | Compensation Actually Paid | $2,743,670 | $3,910,533 | $2,521,385 |

  21. Pay Versus Performance

    | Summary Compensation Table to Compensation Actually Paid to non-PEO NEO | | 2024 | 2023 | 2022 | | Summary Compensation Table - Total Compensation | | $1,039,647 | $879,832 | $896,228 | | — | Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (236,971) | (212,498) | (302,387) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards | 842,263 | 1,366,609 | 658,520 | | + | Fair Value of Awards Vested (on vest date during 2024, 2023 and 2022) | 338,659 | 310,157 | 156,781 | | + | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (231,458) | 260,078 | 134,079 | | | Compensation Actually Paid | $1,752,139 | $2,604,177 | $1,543,222 |

  22. Pay Versus Performance

    Relationship between CAP and TSR The following graph demonstrates the alignment of the PEO and the average non-PEO NEO CAP amounts with the Company’s TSR (assuming an initial investment of $100 made on December 31, 2021) for the fiscal years ended December 31, 2022, 2023 and 2024. The CAP dollar amounts in the graph are shown in thousands of dollars. Relationship between CAP and Net Income The graph below illustrates the relationship between the PEO and average Non-PEO NEO CAP amounts and the Company’s net income for the fiscal years ended December 31, 2022, 2023, and 2024. Net income and CAP amounts for the PEO and average Non-PEO NEOs are presented in thousands of dollars.

  23. 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 II directors serving until the annual meeting of shareholders to be held in 2028: •Carl Claus Boggild •David D. Sgro •Christina Tan Vote Required: Under our majority voting standard, a director nominee must receive more votes cast “FOR” than “AGAINST” their election in order to be elected. Abstentions and broker non-votes will have no effect on the outcome of the vote. Recommendation: Our Board unanimously recommends that shareholders vote “FOR” the election of Class II directors Carl Claus Boggild, David D. Sgro, and Christina Tan. Our Board of Directors consists of nine members divided into three classes. If approved at the 2025 meeting, our Board of Directors will consist of the following: •in Class III, to stand for reelection in 2026: Richard du Moulin, Karen H. Beachy and Gary Vogel; •in Class I, to stand for reelection in 2027: Eric S. Rosenfeld, Mark L. Filanowski and Anthony Laura; and •in Class II, to stand for reelection in 2028: Carl Claus Boggild, David D. Sgro and Christina Tan 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.