DEF 14A of JOINT Corp
Filed Apr 7, 2026 · FY20250001612630-26-000031
2025 Financial Highlights
| AUDIT COMMITTEE REPORT | 27 | | Executive Officers | 28 | | EXECUTIVE COMPENSATION | 29 | | Summary Compensation Table | 29 | | Pay versus Performance Table | 30 | | Employment Agreements and Change in Control Arrangements | 34 | | Clawback Policy | 36 | | Outstanding Equity Awards at Fiscal Year-End | 37 | | Policies and Practices Related to the Grant of Certain Equity Awards | 37 | | Equity Compensation Plan Information | 38 | | Delinquent Section 16(a) Reports | 38 | | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 39 | | PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION | 41 | | PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM | 42 | | Audit Fees | 42 | | Audit-Related Fees | 42 | | Tax Fees | 42 | | All Other Fees | 42 | | GENERAL INFORMATION | 43 | | ANNUAL REPORT | 48 | | HOUSEHOLDING OF PROXY MATERIALS | 48 | | OTHER MATTERS | 48 | | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2027 ANNUAL MEETING (WITH DEADLINES) | 51 |
Board Nominees
Board Nominees The following table provides summary information about the nominees for director. Each director is elected by a majority of votes cast.
Board Nominees
| Nominee | Age | Director Since | Principal Occupation | Committees | | Matthew E. Rubel | 68 | 2017 | Current Chair, MidOcean Partners Private Equity Consumer Group; current Chair, Holley Inc.; former Executive Chair, KidKraft, Inc.; former director, Hudson’s Bay Company, HSNi and Treehouse Foods; former director, President and CEO, Varsity Brands, Inc.; former Chair, President and CEO, Collective Brands, Inc. and Cole Haan, Inc.; former Senior Advisor, Roark Capital Group & TPG Capital, L.P. | •Nominating and Governance (Chair) |
Board Nominees
| THE JOINT | 1 | 2026 Proxy Statement |
Board Nominees
| Nominee | Age | Director Since | Principal Occupation | Committees | | Ronald V. DaVella | 68 | 2014 | Current Partner and Financial Advisor, Industrial Succession Corp; current Director and former Chairman, Delta Dental of Arizona; former Director and Financial Advisor, Universal Health Group; former Audit Partner, Deloitte & Touche L.L.P.; former Vice President of Finance and Director, The Alkaline Water Company; former Director, Mobile Holding Properties, LLC; former director and CFO, NanoFlex Power Corp.; former CFO, Amazing Lash Studio Franchise LLC | •Audit (Chair) •Nominating and Governance | | Jefferson Gramm | 50 | 2024 | Current Co-Founder, Partner and Portfolio Manager, Bandera Partners LLC; current Chairman of the Board of Directors, Tandy Leather Factory, Inc.; former Director, Innovative Food Holdings, Inc.; former Director, Rubicon Technology Inc.; former Director, Ambassadors Group Inc.; former Director, Morgan’s Foods Inc.; former Director, Peerless Systems Corporation | •Compensation | | Christopher M. Grandpre | 59 | 2025 | Current Chairman, Always Best Care; current Director and former Chairman, Empower Brands; current Operating Partner, Executive Board - MidOcean Partners; current Operating Partner, Chairman 1st Partner, Frontenac; former Founder, Chairman, and CEO, Outdoor Living Brands, Inc.; former CEO and Director, National Restorations (now Renovar); former Chairman and CEO, U.S. Structures; former Director, National Guaranty Corporation; former Managing Director, Matrix Capital Markets Group | •Audit | | Sandra R.A. Karrmann | 60 | 2025 | Current Director, Camp John Marc; current Director, Education is Freedom; current Co-Chair, 2026 American Heart Association Dallas Go Red for Women Luncheon; former SVP, Chief Human Resources Officer, Kimberly-Clark Corporation; former EVP, Chief Human Resources Officer, Tenet Healthcare; former SVP, Chief Human Resources & Support Services Officer, United Surgical Partners International; former Chief People Officer, Yum Restaurants International; former Chief People Officer, Pizza Hut U.S.; former EVP, Chief Human Resources Officer, Meritage Homes Corporation; former VP, Sales Human Resources, Frito-Lay North America | •Compensation (Chair) | | Milind Pant | 56 | N/A | Current Founder and CEO, Karyon Leadership Advisory; current Director, The Western Union Company; former CEO, Amway Corporation; former President, Pizza Hut International; former President and COO, Yum! China; former Managing Director, Yum! Thailand; former CMO, Yum! India; former Senior Executive, Unilever PLC | | | Sanjiv Razdan | 56 | 2024 | Current President, Chief Executive Officer and Director, The Joint Corp.; former Director, Bluestone Lane | |
Board Nominees
| THE JOINT | 2 | 2026 Proxy Statement |
Board Nominees
Proxy Statement
Nominees for Director
Nominees for Director The following table provides information about the nominees for election as directors.
Nominees for Director
| Nominee | Position with our Company | Age | | Matthew E. Rubel | Lead Director | 68 | | Ronald V. DaVella | Director | 68 | | Jefferson Gramm | Director | 50 | | Christopher M. Grandpre | Director | 59 | | Sandra R.A. Karrmann | Director | 60 | | Milind Pant | None | 56 | | Sanjiv Razdan | President, Chief Executive Officer and Director | 56 |
Nominees for Director
| THE JOINT | 7 | 2026 Proxy Statement |
Matthew E. Rubel
Matthew E. Rubel
Age: 68
Age: 68
Director Since: 2017
Director Since: 2017
Independent Director
Independent Director Current Chair, MidOcean Partners Private Equity Consumer Group Current Chair, Holley Inc. Former Executive Chair, KidKraft, Inc. Former Director, TreeHouse Foods, Inc. Former Director, Hudson’s Bay Company and HSNi Former Director, President and CEO, Varsity Brands, Inc. Former Chair, President and CEO, Collective Brands, Inc. Former Chair, President and CEO, Cole Haan, Inc. Former Senior Advisor, Roark Capital Group & TPG Capital, L.P. Matthew E. Rubel has served as a director since June 2017. Mr. Rubel currently serves as the Chair of the executive board for MidOcean Partners Private Equity Consumer Group and Holley Inc. Previously, he served as Executive Chair of KidKraft, Inc., director of TreeHouse Foods, Inc. and as director, President, and CEO of Varsity Brands, Inc. From 2015 to 2017, he served as a Senior Advisor at Roark Capital Group. From 2011 to March 2015, he served as Senior Advisor to both TPG Capital, L.P. and TPG Growth. Prior to his advisor roles, Mr. Rubel served as President and Chief Executive Officer of Collective Brands, Inc. from 2005, and as its Chair from 2008, until 2011. From February 1999 to July 2005, he served as Chair, President and Chief Executive Officer of Cole Haan. Prior to joining Cole Haan, he served as an Executive Vice President of J. Crew Group and Chief Executive Officer of Popular Club Plan from 1994 to 1999. He has been a director of numerous multi-national retail companies and consumer brands. In addition, Mr. Rubel has served on the Board of Hudson’s Bay Company and HSN, Inc. (also known as HSNi), the holding company of HSN and Cornerstone Brands, and Supervalu. In 2010, he became a Presidential Appointee to the House Advisory Council on Trade Policy Negotiation. Mr. Rubel’s qualifications to serve on the Board of Directors include his extensive business and management experience, along with his extensive private and public company board and committee experience.
Education
Education BS in Journalism, Ohio University; MBA in Marketing and Finance, University of Miami
Skills & Qualifications
Skills & Qualifications Franchising & Industry Expertise, Financial Acumen & Expertise, Senior Management Leadership, CEO Leadership, Operations Management Expertise, Public Company Board Service, Corporate Finance & M&A Expertise, Marketing & Branding Expertise, IT and/or Risk Management Expertise
The Joint Corp. Committees
The Joint Corp. Committees Nominating & Governance Current, Holley Inc., Previous, TreeHouse Foods, Inc., Collective Brands, Inc., Hudson’s Bay Company, HSNi, Supervalu
The Joint Corp. Committees
| THE JOINT | 8 | 2026 Proxy Statement |
Ronald V. DaVella
Ronald V. DaVella
Age: 68
Age: 68
Director Since: 2014
Director Since: 2014
Independent Director
Independent Director Current Director and Former Chairman, Delta Dental of Arizona Current Partner and Financial Advisor, Industrial Succession Corp Former Director and Financial Advisor, Universal Health Group Former Vice President of Finance and Director, The Alkaline Water Company Former Director, Mobile Holding Properties, LLC Former Director and Chief Financial Officer, NanoFlex Power Corp. Former Chief Financial Officer, Amazing Lash Studio Franchise LLC Former Audit Partner, Deloitte & Touche LLP Ronald V. DaVella has served as a director since our initial public offering in 2014. In March 2023, Mr. DaVella joined the board of The Alkaline Water Company, a consumer public company producing and selling alkaline water under the brand name Alkaline 88, where he previously served as Vice President of Finance from April 2019 to January 2020. His board service ended in February 2024. He also serves as a member of the board of directors at Delta Dental of AZ, a dental insurance company. He is also a partner of and financial advisor to Industrial Succession Corp, a holding company which currently owns Manufacturing Succession Holdings, a manufacturer of sheet metal products in California. From May 2017 to March 2019, Mr. DaVella served as director and Chief Financial Officer for NanoFlex Power Corporation, a public company that was commercializing two disruptive solar technologies. He also formerly served as the Chief Financial Officer for Amazing Lash Studio Franchise LLC, a franchisor of eyelash extension service studios with over 200 operating locations in the US, from March 2016 to May 2017. From August 2015 to February 2019, he was also a franchise owner with Amazing Lash Studio Franchise LLC. He was an audit partner with Deloitte & Touche LLP from June 1989 to July 2014. Mr. DaVella is a certified public accountant-retired in the state of Arizona. While at Deloitte & Touche LLP, he assisted his clients with mergers and acquisitions, operational and financial controls, internal and external reporting, financings and public offerings and filings with the SEC. Mr. DaVella’s qualifications to serve on the Board of Directors include his accounting and financial expertise as a certified public accountant-retired, service in leadership and financial advisory positions for a number of companies and experience in franchise operations.
Director Compensation
Director Compensation The following table sets forth the compensation paid to our non-employee directors for the year ended 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Matthew E. Rubel | 69,000 | 50,000 | — | — | — | — | 119,000 | | Ronald V. DaVella | 77,000 | 50,000 | — | — | — | — | 127,000 | | Suzanne M. Decker3 | 55,000 | 50,000 | — | — | — | — | 105,000 | | Jefferson Gramm | — | — | — | — | — | — | — | | Christopher M. Grandpre | 34,975 | 50,000 | — | — | — | — | 85,000 | | Abraham Hong4 | 59,000 | 50,000 | — | — | — | — | 109,000 | | Sandra R.A. Karrmann | 35,000 | 50,000 | — | — | — | — | 85,000 | | Glenn J. Krevlin5 | 28,027 | — | — | — | — | — | 28,027 |
Director Compensation
1.The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in reaching this valuation, see “Restricted Stock” in Note 8 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026. 2.The aggregate number of unvested stock awards outstanding at December 31, 2025 held by each non-employee director was as follows: Mr. Rubel – 4,995; Mr. DaVella – 4,995; Ms. Decker – 4,995; Mr. Grandpre – 4,995; Mr. Hong – 4,995; and Ms. Karrmann – 4,849. 3.Ms. Decker is not continuing as a director following the completion of her current term, which expires at the 2026 Annual Meeting. 4.Mr. Hong is not continuing as a director following the completion of his current term, which expires at the 2026 Annual Meeting. 5.Mr. Krevlin resigned effective May 21, 2025. In 2025, with the exception of Jefferson Gramm, each director who was not also one of our employees, upon election or reelection to the Board of Directors, received a fee of $50,000 per year. Each non-employee director, upon his or her election or reelection as a director, also received that number of restricted shares equal to $50,000, divided by the closing price of our stock on the election date. This restricted stock was granted under The Joint Corp. 2024 Incentive Stock Plan (the “2024 Plan”) and will vest on the earlier of (i) one year from the grant date and (ii) the date of the next annual meeting of our stockholders occurring after the date of grant. In addition to the compensation described above, each committee chair received an annual stipend in the following amounts: •Audit Committee Chair: $15,000 •Compensation Committee Chair: $10,000 •Nominating and Governance Committee Chair: $5,000
Director Compensation
| THE JOINT | 22 | 2026 Proxy Statement |
Director Compensation
With the exception of Jefferson Gramm, each of the non-chair members of the committees listed above received an annual stipend in the amount of $2,000. Our Lead Director received an annual stipend in the amount of $15,000. The Board of Directors formed a special Information Technology Committee to oversee the selection, development and implementation of our IT platform. The members of this committee received an annual stipend in the amount of $5,000. This committee was dissolved as of December 31, 2025. The Board of Directors formed a special Finance Committee to: (i) assume the day-to-day responsibility for reviewing and approving in a timely manner management’s expenditures that exceed management limitations; (ii) approve ordinary course acquisitions and dispositions of clinic locations, development agreements and other assets; and (iii) retain a financial advisor for and on behalf of the Board of Directors to assist with its strategic review. The members of this committee receive an annual stipend in the amount of $15,000 for the committee chair and $5,000 for non-chair members. All fees payable to directors are payable quarterly. This committee was dissolved as of December 31, 2025. All of our non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or its committees and for other expenses reasonably incurred in their capacity as directors.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued during our fiscal years ended December 31, 2025 and 2024 to our President and Chief Executive Officer, our Chief Financial Officer and our former Chief Financial Officer, which we refer to as our “named executive officers” or “NEOs”:
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Sanjiv Razdan(4) President and Chief Executive Officer | 2025 | 550,000 | — | 549,999 | — | 687,500 | — | 30,293 | 1,817,792 | | | 2024 | 127,703 | 100,000 | 400,000 | 236,532 | — | — | — | 864,235 | | Scott Bowman(5) Chief Financial Officer | 2025 | 208,500 | — | 250,000 | — | 136,500 | — | 4,200 | 599,200 | | | 2024 | — | — | — | — | — | — | — | — | | Jake Singleton(6) Former Chief Financial Officer | 2025 | 194,321 | 83,475 | 171,949 | — | — | — | 197,194 | 646,939 | | | 2024 | 330,266 | — | 245,688 | — | 83,475 | — | 13,211 | 672,640 |
Summary Compensation Table
1.The amounts in these columns represent grant-date fair value for awards granted, whether or not vested, during the years ended 2025, 2024 and 2023. For a discussion of the assumptions used in reaching this valuation, see Note 8 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026. 2.The amounts in this column represent earned and accrued cash bonuses for our principal executive officer and other NEOs under our short-term incentive plan. We base cash bonuses for our PEO and other NEOs under our short-term incentive plan on the achievement of a target Adjusted EBITDA established by our Board of Directors each year. We define adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, acquisition related expenses (which includes contract termination costs associated with reacquired RD rights), stock-based compensation expense, bargain purchase gain, (gain) loss on disposition or impairment, costs related to restatement filings, restructuring costs (consisting of non-recurring refranchising costs of all company-owned or managed clinics and non-recurring expenses related to changes to our executive leadership team), and litigation expenses (consisting of legal and related fees for specific proceedings that arise outside of the ordinary course of our business). Please see “Part II, Item 7, Non-GAAP Financial Measures” on page 36 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026, for the reconciliation of net income to Adjusted EBITDA. 3.The amounts in this column represent company contributions (including matching contributions), whether or not vested, on a nondiscriminatory basis to a defined contribution plan (e.g., 401(k) plan). The amounts in this column attributable to Mr. Singleton include the company 401(k) plan matching contributions of $10,235 in addition to $186,959 severance paid or accrued for the year ended 2025. 4.Mr. Razdan was appointed as our President and Chief Executive Officer effective October 14, 2024. 5.Mr. Bowman was appointed as our Chief Financial Officer effective June 10, 2025. 6.Mr. Singleton resigned effective June 9, 2025.
Summary Compensation Table
| THE JOINT | 29 | 2026 Proxy Statement |
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Second PEO(4) ($) | Summary Compensation Table Total for non-PEO NEOs(1) ($) | Compensation Actually Paid to non-PEO NEOs(5) ($) | Value of initial fixed $100 investment based on Total Shareholder Return ($) | Net Income (Loss) ($) | Adjusted EBITDA(2) ($) | | 2025 | 1,817,792 | N/A | 1,558,736 | N/A | 1,246,139 | 805,107 | (38) | 2,907,265 | 12,972,212 | | 2024 | 864,235 | 1,194,793 | 881,867 | 759,315 | 672,640 | 750,547 | (24) | (5,796,893) | 11,384,557 | | 2023 | N/A | 706,096 | N/A | 561,371 | 541,361 | 440,384 | (31) | (9,752,197) | 12,205,717 |
Pay versus Performance Table
1.Sanjiv Razdan, our President and Chief Executive Officer, was our first PEO (“First PEO”), and Peter D. Holt, our former President and Chief Executive Officer was our second PEO (“Second PEO,” and together with First PEO, “PEO”). For 2025, Scott Bowman, our Chief Financial Officer, and Jake Singleton, our former Chief Financial Officer, were our two non-PEO NEOs. For 2024 and 2023, Jake Singleton, our former Chief Financial Officer, was our only non-PEO NEO. 2.Effective for 2025, we base cash bonuses for our PEO and other NEOs under our short-term incentive plan on the achievement of a target Adjusted EBITDA established by our Board of Directors each year. Refer to our definition of Adjusted EBITDA in the preceding table as well as the reference to the reconciliation of net income to Adjusted EBITDA. For 2024 and 2023, cash bonuses for our PEO and other NEOs under our short-term incentive plan were based on the achievement of a target EBITDA.
Pay versus Performance Table
| Adjustments to Determine Compensation to First PEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under “Stock Awards” column in SCT | $(549,999) | $(400,000) | N/A | | Deduction for amounts reported under “Option Awards” column in the SCT | — | (236,532) | N/A | | Increase for fair value of awards granted during year that remain unvested during that year | 444,485 | 654,164 | N/A | | Deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | (109,692) | — | N/A | | Deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | (43,850) | — | N/A | | TOTAL ADJUSTMENTS | $(259,056) | $17,632 | $— |
Pay versus Performance Table
| THE JOINT | 30 | 2026 Proxy Statement |
Pay versus Performance Table
| Adjustments to Determine Compensation to Second PEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under “Stock Awards” column in SCT | N/A | $(271,822) | $(271,811) | | Increase for fair value of awards granted during year that remain unvested during that year | N/A | — | 166,311 | | Deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | N/A | — | (61,052) | | (Deduction) increase for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | N/A | (2,405) | 21,827 | | Deduction of fair value of awards granted prior to year that were forfeited during year | N/A | (161,251) | — | | TOTAL ADJUSTMENTS | $— | $(435,478) | $(144,725) |
Pay versus Performance Table
| Adjustments to Determine Compensation to non-PEO NEOs | 2025 | 2024 | 2023 | | Deduction for amounts reported under “Stock Awards” column in SCT | $(421,949) | $(245,688) | $(217,611) | | Increase for fair value of awards granted during year that remain unvested during that year | 174,260 | 281,482 | 139,451 | | Increase (deduction) for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | — | 9,047 | (27,975) | | Increase for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 8,021 | 33,066 | 5,158 | | Deduction of fair value of awards granted prior to year that were forfeited during year | (201,364) | — | — | | TOTAL ADJUSTMENTS | $(441,032) | $77,907 | $(100,977) |
Pay versus Performance Table
| THE JOINT | 31 | 2026 Proxy Statement |
Pay versus Performance Table
We provide our PEO and other NEOs with the opportunity to earn incentive awards almost entirely in the form of restricted stock. We believe that the use of equity awards in our performance-based incentive pay program serves to align our PEO’s and NEOs’ interests with our stockholders’ interests in the long term. Our performance-based incentive pay program is based on the general performance of certain company performance measures that advance our core business strategies. We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Thus, the compensation actually paid for our NEOs may not be correlated with our total shareholder return or net income (loss) for any given year, including the years set forth in the table, as the market price of our common stock is affected by many factors and may not reflect the achievement of milestones under our performance-based incentive pay program. However, because a significant portion of our NEOs’ total compensation is in the form of equity, compensation actually paid values for our PEO and other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) is strongly aligned with our total shareholder return. In fiscal years 2025 and 2023, compensation actually paid was lower than the Summary Compensation table total compensation for our PEOs and NEOs primarily due to a decline in our total shareholder return. In fiscal year 2024, compensation actually paid was higher than the Summary Compensation table total compensation for our First PEO and NEOs primarily due to a slight increase in our total shareholder return. In fiscal year 2024, our Second PEO compensation actually paid was lower than the Summary Compensation table due to the forfeitures of unvested awards during the year resulting from his resignation. The graphs below compare the compensation actually paid to our PEOs and the compensation paid to our remaining NEOs, with (i) our cumulative total shareholder return, (ii) our net income, and (iii) our Adjusted EBITDA, in each case, for the fiscal years ended 2025, 2024 and 2023.
Pay versus Performance Table
| THE JOINT | 32 | 2026 Proxy Statement |
Pay versus Performance Table
| THE JOINT | 33 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides a summary of equity awards outstanding at December 31, 2025 for each of our NEOs:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(2) | | | Name | Grant date | Number of securities underlying unexercised options exercisable ($) | Number of securities underlying unexercised options unexercisable ($) | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested ($) | Market value of shares that have not vested(3) ($) | | Sanjiv Razdan | 10/14/2024 | 9,514(4) | 28,545 (4) | 10.51 | 10/14/2034 | — | — | | | 10/14/2024 | — | — | — | — | 28,545 | 248,912 | | | 3/10/2025 | — | — | — | — | 50,973 | 444,485 | | Scott Bowman | 6/10/2025 | — | — | — | — | 19,984 | 174,260 | | Jake Singleton(4) | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
1.Each option award expires on the 10-year anniversary of the grant date. 2.Generally, one-quarter (25%) of restricted stock awards vest on each of the first four anniversaries of the grant date. 3.The market value of shares or units of stock that have not vested and unearned equity incentive plan awards is determined by multiplying the closing market price of our common stock at the end of our last completed fiscal year by the number of shares or units of stock or the amount of unearned equity incentive plan awards, as applicable. Per share market value at December 31, 2025 was $8.72. 4.Mr. Singleton resigned effective June 9, 2025.
•Stockholder Proposals and Director Nominees to be Considered for Inclusion in our Proxy Materials
•Stockholder Proposals and Director Nominees to be Considered for Inclusion in our Proxy Materials Any stockholder who wishes to present a proposal for consideration at the 2027 Annual Meeting and to have the proposal be considered for inclusion in our proxy statement for the 2027 Annual Meeting must submit the proposal to us on or before December 8, 2026. Stockholder proposals for inclusion in our proxy statement must comply with Rule 14a-8 of the SEC in order to be included. Stockholders who intend to submit director nominees for inclusion in our proxy materials for the 2027 Annual Meeting must comply with the requirements of proxy access as set forth in our bylaws. The stockholder or group of stockholders who wishes to submit director nominees pursuant to proxy access must deliver the proper notice to our Secretary no earlier than January 20, 2027, and no later than February 19, 2027.