DEF 14A of JOINT Corp
Filed Apr 8, 2025 · FY20240001628280-25-017080
2024 Financial Highlights
| AUDIT COMMITTEE REPORT | 26 | | Executive Officers | 27 | | EXECUTIVE COMPENSATION | 28 | | Summary Compensation Table | 28 | | Pay versus Performance Table | 29 | | Employment Agreements and Change in Control Arrangements | 33 | | Clawback Policy | 35 | | Outstanding Equity Awards at Fiscal Year-End | 36 | | Policies and Practices Related to the Grant of Certain Equity Awards | 38 | | Equity Compensation Plan Information | 39 | | Delinquent Section 16(a) Reports | 39 | | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 40 | | PROPOSAL 3 – 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 | 47 | | HOUSEHOLDING OF PROXY MATERIALS | 47 | | OTHER MATTERS | 47 | | STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING (WITH DEADLINES) | 48 |
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 | 67 | 2017 | Current Chair of MidOcean Partners Private Equity Consumer Group; current Chair of Holley Inc.; former Executive Chair of KidKraft, Inc.; former director of Hudson’s Bay Company, HSNi and Treehouse Foods; former director, President and CEO of Varsity Brands, Inc.; former Chair, President and CEO of Collective Brands, Inc. and Cole Haan, Inc.; former Senior Advisor with Roark Capital Group & TPG Capital, L.P. | •Nominating and Governance | | Ronald V. DaVella | 67 | 2014 | Current Financial Advisor and Partner of Industrial Succession Corp; current Chairman and director of Delta Dental of Arizona; current Financial Advisor of Universal Health Group; Former Audit Partner, Deloitte & Touche L.L.P.; former Director and Senior Vice President of Finance, The Alkaline Water Company; former Director of Mobile Holding Properties, LLC; former director and CFO of NanoFlex Power Corp.; former CFO of Amazing Lash Studio Franchise LLC | •Audit (Chair) •Nominating and Governance |
Board Nominees
| THE JOINT | 1 | 2025 Proxy Statement |
Board Nominees
| Nominee | Age | Director Since | Principal Occupation | Committees | | Suzanne M. Decker | 63 | 2017 | Current Director of Lightwave Dental; Current Director of Galen Mental Health; Current Consultant of Lindsay Goldberg; Former Advisor of Bond Veterinary, Inc.; Former Chief Human Resources Officer for Aspen Dental Management, Inc.; Former Director of Refresh Mental Health | •Compensation (Chair) | | Jefferson Gramm | 49 | 2024 | Current Co-Founder, Partner and Portfolio Manager, Bandera Partners LLC; current Chairman of the Board of Directors, Tandy Leather Factory, Inc.; current 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 | 58 | N/A | Current Operating Partner, Executive Board - MidOcean Partners; Chairman, Empower Brands; Former Founder, Chairman & CEO of Outdoor Living Brands, Inc. | | | Abraham Hong | 53 | 2018 | Current Executive Vice President and Chief Technology Officer, Learning Care Group; former Chief Operations Officer, Technologent; former Executive Vice President and Chief Information Officer at Discount Tire Company | •Audit •Compensation | | Sanjiv Razdan | 55 | 2024 | Current President and Chief Executive Officer and Director of The Joint Corp.; Former Director of Bluestone Lane | |
Board Nominees
| THE JOINT | 2 | 2025 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 | 67 | | Ronald V. DaVella | Director | 67 | | Suzanne M. Decker | Director | 63 | | Jefferson Gramm | Director | 49 | | Christopher M. Grandpre | None | 58 | | Abraham Hong | Director | 53 | | Sanjiv Razdan | President, Chief Executive Officer and Director | 55 |
Nominees for Director
| THE JOINT | 7 | 2025 Proxy Statement |
Nominees for Director
Nominees for Director
Matthew E. Rubel
Matthew E. Rubel
Age: 67
Age: 67
Director Since: 2017
Director Since: 2017
Independent Director
Independent Director Current Chair, Mid Ocean 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, Mr. Rubel served as an Executive Vice President of J. Crew Group and Chief Executive Officer of Popular Club Plan from 1994 to 1999. Mr. Rubel 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, Mr. Rubel 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, 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, HSN, Inc., Supervalu
The Joint Corp. Committees
| THE JOINT | 8 | 2025 Proxy Statement |
Ronald V. DaVella
Ronald V. DaVella
Age: 67
Age: 67
Director Since: 2014
Director Since: 2014
Independent Director
Independent Director Current Director and Chairman, Delta Dental of Arizona; Current Financial Advisor, Universal Health Group; Current Partner and Financial Advisor, Industrial Succession Corp; Former Senior 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 Senior 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 and Chairman at Delta Dental of AZ, a dental insurance company, and Universal Health Group, a company rolling up home health businesses. 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 CA. From May 2017 to March 2019, he 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, Mr. DaVella was also a franchise owner with Amazing Lash Studio Franchise LLC. Mr. DaVella 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. He has assisted his clients when at Deloitte 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 in a number of companies, and experience in franchise operations.
Education
Education BS in Accounting, Queens College; MBA in Finance, Pace University
Skills & Qualifications
Skills & Qualifications Franchising & Industry Expertise, Public Company Board Service, Financial Acumen & Expertise, Senior Management Leadership Corporate Finance & M&A Expertise, Real Estate Expertise, Operations Management Expertise, Risk Management Expertise
The Joint Corp. Committees
The Joint Corp. Committees Audit, Nominating & Governance Previous, The Alkaline Water Company Inc., and NanoFlex Power Corp.
The Joint Corp. Committees
| THE JOINT | 9 | 2025 Proxy Statement |
Suzanne M. Decker
Suzanne M. Decker
Age: 63
Age: 63
Director Since: 2017
Director Since: 2017
Independent Director
Independent Director Current Director, Galen Mental Health; Current Director, Lightwave Dental; Current Consultant, Lindsay Goldberg; Retired, former Chief Human Resource Officer, Aspen Dental Management, Inc.; Former Director, Refresh Mental Health; Former Advisor, Bond Veterinary, Inc. Suzanne Decker has served as a director since June 2017. She retired on December 31, 2022, after 22 years with Aspen Dental Management, Inc. (ADMI), which supports over 1,000 dentist-owned practices operating as Aspen Dental. Ms. Decker served as ADMI’s Chief Human Resources Director until April 2021, then transitioned to Executive Project Sponsor, where she drove key organizational initiatives by bridging communications between influencers and implementers. During her tenure, ADMI expanded significantly, acquiring WellNow Urgent Care (2016), Rejuv Medical Aesthetic Clinic (now Chapter) and ClearChoice Management Services (2020), and AZ PetVet (now Lovet) in 2022. Ms. Decker provided HR advisory support for WellNow, Rejuv, and ClearChoice, overseeing a combined total of more than 285 locations across the U.S. She also led all HR-related functions for ADMI and Aspen Dental’s 15,000 employees, including compensation, benefits, performance and talent management, employee engagement, recruitment, training, and field HR. Earlier in her ADMI career, she worked in field operations supporting practice operations for two years. Prior to ADMI, Ms. Decker was Director of Human Resources at Davis Vision Companies, a vertically integrated vision services provider. Since March 2024, Ms. Decker has served as a consultant for private equity firm Lindsay Goldberg. She joined the Board of Directors of Galen Mental Health in November 2024 and Lightwave Dental in November 2023. Previously, she was a board member for Refresh Mental Health from January 2021 until its sale in February 2022. From April 2022 to April 2024, she advised Bond Vet, Inc., a multi-state veterinary business, focusing on human resources and talent acquisition Ms. Decker’s qualifications to serve on the Board of Directors include her executive-level experience and expertise in human resources, including expertise in talent management and recruitment and human capital strategy.
Director Compensation
Director Compensation The following table sets forth the compensation paid to our non-employee directors for the year ended 2024:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Non-Equity Incentive Pl Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Matthew E. Rubel | 71,000 | 50,000 | — | — | — | — | 121,000 | | Ronald V. DaVella | 74,000 | 50,000 | — | — | — | — | 124,000 | | Suzanne M. Decker | 58,000 | 50,000 | — | — | — | — | 108,000 | | Jefferson Gramm | — | — | — | — | — | — | — | | Abraham Hong | 59,000 | 50,000 | — | — | — | — | 109,000 | | Glenn J. Krevlin(3) | 68,000 | 50,000 | — | — | — | — | 118,000 |
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 7 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025. 2.The aggregate number of unvested stock awards outstanding at 2024 held by each non-employee director was as follows: Mr. Rubel – 3,306; Mr. DaVella – 3,306; Ms. Decker – 3,306; Mr. Hong – 3,306; and Mr. Krevlin – 3,306. 3.Mr. Krevlin is not continuing as a director after the completion of his current term, which expires at the 2025 Annual meeting. In 2024, 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 With the exception of Jefferson Gramm, each non-chair member 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 new IT platform. The members of this committee received an annual stipend in the amount of $5,000. 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 $5,000 for non-chair members. All fees payable to directors are payable quarterly.
Director Compensation
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Director Compensation
All of our non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or its committees and for other expenses reasonably incurred in their capacity as directors.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation paid or accrued during our fiscal years ended December 31, 2024 and 2023 to our President and Chief Executive Officer, our former President and Chief Executive Officer, and our Chief Financial Officer, which we refer to as our “named executive officers” or “NEOs”:
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total ($) | | Sanjiv Razdan(4) President and Chief Executive Officer | 2024 | 127,703 | 100,000 | 400,000 | 236,532 | — | — | — | 864,235 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Peter D. Holt(5) Former President and Chief Executive Officer | 2024 | 398,547 | — | 271,822 | — | — | — | 524,424 | 1,194,793 | | | 2023 | 418,200 | — | 271,811 | — | — | — | 16,085 | 706,096 | | | 2022 | 453,446 | — | 271,830 | — | — | — | 16,085 | 741,361 | | Jake Singleton Chief Financial Officer | 2024 | 330,266 | — | 245,688 | — | 83,475 | — | 13,211 | 672,640 | | | 2023 | 311,298 | — | 217,611 | — | — | — | 12,452 | 541,361 | | | 2022 | 270,679 | — | 124,968 | — | — | — | 10,242 | 406,418 |
Summary Compensation Table
1.The amounts in these columns represent grant-date fair value for awards granted, whether or note vested, during the years ended 2024, 2023 and 2022. For a discussion of the assumptions used in reaching this valuation, see Note 7 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025. 2.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 Peter D. Holt include the company 401(k) plan matching contributions of $12,224 in addition to $418,200 severance paid or accrued for the year ended 2024 and $94,000 paid in 2024 representing full satisfaction of any obligation Mr. Holt under our short-term incentive plan. 3.The amounts in this column represent earned and accrued cash bonuses for our principal executive officer(“PEO”) and other NEO under our short-term incentive plan. We base cash bonuses for our PEO and other NEO under our short-term incentive plan on the achievement of a target EBITDA established by our Board of Directors each year. We define EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. Please see “Part II, Item 7, Non-GAAP Financial Measures” on page 36 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025, for the reconciliation of net income to Adjusted EBITDA. 4.Mr. Razdan was appointed as our President and Chief Executive Officer effective October 14, 2024. 5.Mr. Holt resigned effective October 10, 2024.
Summary Compensation Table
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Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Second PEO(4) ($) | Summary Compensation Table Total for non-PEO named executive officers(1) ($) | Compensation Actually Paid to non-PEO named executive officers(5) ($) | Value of initial fixed $100 investment based on Total Shareholder Return ($) | Net Income/(Loss) ($) | EBITDA(2) ($) | | 2024 | 1,194,793 | 864,235 | 759,315 | 881,867 | 672,640 | 750,547 | (79) | (8,529,843) | (3,811,095) | | 2023 | 706,096 | N/A | 561,371 | N/A | 541,361 | 440,384 | (85) | (9,752,197) | 10,288,420 | | 2022 | 741,361 | N/A | (1,727,094) | N/A | 406,418 | (820,580) | (84) | 626,705 | 7,474,876 |
Pay versus Performance Table
1.Peter D. Holt, our former President and Chief Executive Officer, was our first PEO, Sanjiv Razdan, our President and Chief Executive Officer, was our second PEO, and Jake Singleton, our Chief Financial Officer, was our only non-PEO NEO. 2.We base cash bonuses for our PEO and other NEO under our short-term incentive plan on the achievement of a target EBITDA established by our Board of Directors each year. We define EBITDA as net income/(loss) before net interest, tax expense, depreciation, and amortization expenses. 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, 2024, filed with the SEC on March 14, 2025, for the reconciliation of net income to Adjusted EBITDA.
Pay versus Performance Table
| Adjustments to Determine Compensation to First PEO | 2024 | 2023 | 2022 | | Deduction for amounts reported under “Stock Awards” column in SCT | $(271,822) | $(271,811) | $(271,830) | | Deduction for amounts reported under “Option Awards” column in the SCT | — | — | — | | Increase for fair value of awards granted during year that remain unvested during that year | — | 166,311 | 92,687 | | Increase for fair value of awards granted during year that vest during that year | — | — | — | | 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 | — | (61,052) | (1,451,457) | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | (2,405) | 21,827 | (837,855) | | Deduction of fair value of awards granted prior to year that were forfeited during year | (161,251) | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | | Increase based on dividends or other earnings paid during year prior to vesting date of awards | — | — | — | | TOTAL ADJUSTMENTS | $(435,478) | $(144,725) | $(2,468,455) |
Pay versus Performance Table
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Pay versus Performance Table
| Adjustments to Determine Compensation to Second PEO | 2024 | 2023 | 2022 | | Deduction for amounts reported under “Stock Awards” column in SCT | $(400,000) | N/A | N/A | | Deduction for amounts reported under “Option Awards” column in the SCT | (236,532) | N/A | N/A | | Increase for fair value of awards granted during year that remain unvested during that year | 654,164 | N/A | N/A | | Increase for fair value of awards granted during year that vest during that year | — | N/A | N/A | | 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 | — | N/A | N/A | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | — | N/A | N/A | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | N/A | N/A | | Increase based upon incremental fair value of awards modified during year | — | N/A | N/A | | Increase based on dividends or other earnings paid during year prior to vesting date of awards | — | N/A | N/A | | TOTAL ADJUSTMENTS | $17,632 | $— | $— |
Pay versus Performance Table
| Adjustments to Determine Compensation to non-PEO NEO | 2024 | 2023 | 2022 | | Deduction for amounts reported under “Stock Awards” column in SCT | $(245,688) | $(217,611) | $(124,968) | | Deduction for amounts reported under “Option Awards” column in the SCT | — | — | — | | Increase for fair value of awards granted during year that remain unvested during that year | 281,482 | 139,451 | 42,611 | | Increase for fair value of awards granted during year that vest during that year | — | — | — | | 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) | (438,884) | | Increase/(deduction) for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year | 33,066 | 5,158 | (705,228) | | Deduction of fair value of awards granted prior to year that were forfeited during year | — | — | — | | Increase based upon incremental fair value of awards modified during year | — | — | — | | Increase based on dividends or other earnings paid during year prior to vesting date of awards | — | — | — | | TOTAL ADJUSTMENTS | $77,907 | $(100,977) | $(1,226,469) |
Pay versus Performance Table
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Pay versus Performance Table
We provide our PEO and other NEO with the opportunity to earn incentive awards in the form of restricted stock and stock options under a performance-based incentive pay program based on the achievement of individual goals and our achievement of milestones that advance our core business strategies. We believe that the use of equity awards in our performance-based incentive pay program serves to align our PEO’s and NEO’s interests with our stockholders’ interests in the long term. 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 NEO (as calculated in accordance with Item 402(v) of Regulation S-K) is strongly aligned with our total shareholder return. [In fiscal years 2022 and 2023, compensation actually paid was lower than the Summary Compensation table total compensation for our PEO and other NEO, primarily due to a decline in our total shareholder return. In fiscal year 2024, our first PEO compensation actually paid was lower than the Summary Compensation table total due to the forfeitures of unvested awards during the year resulting from his termination. Alternatively, compensation actually paid was higher than the Summary Compensation table total for our second PEO and other NEO, primarily due to a slight increase in the performance of our total shareholder return in fiscal year 2024 versus fiscal years 2023 and 2022.] The graphs below compare the compensation actually paid to our PEOs and the compensation paid to our remaining NEO, with (i) our cumulative total shareholder return, (ii) our net income, and (iii) our EBITDA, in each case, for the fiscal years ended 2024, 2023 and 2022.
Pay versus Performance Table
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Pay versus Performance Table
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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, 2024 for each of our named executive officers:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | | Stock Awards(2) | | | Name | Number of securities underlying unexercised options exercisable ($) | Number of securities underlying unexercised options unexercisable ($) | Option exercise price ($) | Option grant date | Option expiration date | Number of shares of stock that have not vested ($) | Market value of shares that have not vested ($) | | Sanjiv Razdan | 0 | 38,059 (3) | 10.51 | 10/14/2024 | 10/14/2034 | | | | | — | — | — | | — | 38,059(4) | 404,567 | | Peter D. Holt(5) | 34,718 | — (6) | 12.02 | 3/5/2019 | 3/5/2029 | | | | | 21,992 | — (7) | 14.68 | 3/3/2020 | 3/3/2030 | | | | | 6,245 | — (8) | 45.39 | 3/2/2021 | 3/2/2031 | | | | | — | — | — | — | — | — | — | | Jake Singleton | 10,000 | — (9) | 4.10 | 3/14/2016 | 3/14/2026 | | | | | 20,000 | — (10) | 2.24 | 8/9/2016 | 8/9/2026 | | | | | 10,473 | — (11) | 3.88 | 5/9/2017 | 5/9/2027 | | | | | 10,000 | — (12) | 5.51 | 11/10/2017 | 11/10/2027 | | | | | 3,242 | — (13) | 8.25 | 8/7/2018 | 8/7/2028 | | | | | 35,000 | — (14) | 7.10 | 11/6/2018 | 11/6/2028 | | | | | 10,057 | — (15) | 14.68 | 3/3/2020 | 3/3/2030 | | | | | 2,856 | 952 (16) | 45.39 | 3/2/2021 | 3/2/2031 | | | | | — | — | — | — | — | 35,396(17) | 376,259 |
Outstanding Equity Awards at Fiscal Year-End
1.Outstanding stock options at December 31, 2024 become exercisable in accordance with the vesting schedule below. Each option award expires on the ten-year anniversary of the grant date. 2.Restricted stock awards at December 31, 2024 become vested in accordance with the vesting schedule below. Per share market value at December 31, 2024 was $10.63. 3.Options to acquire 38,059 shares were granted on October 14, 2024, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.. 4.Restricted stock awards of 38,059 shares were granted on October 14, 2024, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date. 5.Mr. Holt resigned effective October 10, 2024.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
8.Options to acquire 8,327 shares were granted on March 2, 2021, and 2,082 shares were forfeited on Mr. Holt’s termination date, October 10, 2024. The remaining 6,245 shares were vested in full on March 2, 2024. 10.Options to acquire 20,000 shares were granted on August 9, 2016, and vested in full on August 9, 2020. 11.Options to acquire 10,473 shares were granted on May 9, 2017, and vested in full on May 9, 2021. 12.Options to acquire 10,000 shares were granted on November 10, 2017, and vested in full on November 10, 2021. 13.Options to acquire 3,242 shares were granted on August 7, 2018, and vested in full on August 7, 2022. 14.Options to acquire 35,000 shares were granted on November 6, 2018, and vested in full on November 6, 2022. 15.Options to acquire 10,057 shares were granted on March 3, 2020, and vested in full on March 3, 2024. 16.Options to acquire 3,808 shares were granted on March 2, 2021, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date. 17.Restricted stock awards of 8,606 shares, 17,874 shares, 1,650 shares, 7,899 shares, 3,048 shares, and 915 shares were granted on March 5, 2024, March 4, 2024, May 25, 2023, March 7, 2023, February 28, 2022, and March 2, 2021, respectively, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date.
Outstanding Equity Awards at Fiscal Year-End
| THE JOINT | 37 | 2025 Proxy Statement |
•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 2026 Annual Meeting and to have the proposal be considered for inclusion in our proxy statement for the 2026 Annual Meeting, must submit the proposal to us on or before December 9, 2025. 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 2026 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 21, 2026, and no later than February 20, 2026.