DEF 14A of Ufp Technologies Inc, Apr 30, 2026

DEF 14A of Ufp Technologies Inc

Filed Apr 30, 2026 · FY20250001628280-26-028710

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company currently has a total of seven directors, who were elected to serve until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Each nominee, if elected, will serve for a one-year term ending at the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. Each nominee has indicated his or her willingness to serve, if elected. It is the intention of the people named as proxies to vote for the election of the nominees. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election, the persons named as proxies will vote the proxy for such substitutes, if any, as the present Board of Directors may designate. We have no reason to believe that any of the nominees will be unable to serve if elected. The nominees have not been nominated pursuant to any arrangement or understanding with any person. The following table sets forth certain information with respect to each of our current directors and nominees for director. When used below, positions held with us include positions held with our predecessors and subsidiaries:

  2. ELECTION OF DIRECTORS

    | | | | | | Board Committees | | | | Name | Age | Position | Director Since | Year Term Expires/ Will Expire If Elected | Audit Committee | Compensation Committee | Nominating Committee | | R. Jeffrey Bailly | 64 | Chief Executive Officer and Chairman of the Board of Directors (1) | 1995 | 2027 | | | | | Thomas Oberdorf | 68 | Director | 2004 | 2027 | X | | X | | Marc Kozin | 64 | Director | 2006 | 2027 | | X | X | | Daniel C. Croteau† | 60 | Director | 2015 | 2027 | | X | X (Chair) | | Cynthia L. Feldmann | 73 | Director | 2017 | 2027 | X (Chair) | | X | | Joseph John Hassett | 68 | Director | 2022 | 2027 | | X (Chair) | X | | Symeria Hudson | 58 | Director | 2022 | 2027 | X | | X |

  3. ELECTION OF DIRECTORS

    _______________________ †Lead Independent Director (1)Effective as of June 4, 2026, Mr. Bailly will retire from his position as the Chief Executive Officer of the Company. If elected to serve as a director at the 2026 Annual Meeting of Stockholders, Mr. Bailly will serve as Executive Chairman of the Board. Mr. Bailly has served as Chairman of the Board since October 2006 and as Chief Executive Officer and a director since January 1, 1995. He joined the Company in 1988 and served as a Division Manager (1989-1992), General Manager Northeast Operations (1992-1994), Vice President of Operations (1994-1995), and as its President (1995-2024). From 1984 through 1988, Mr. Bailly, a certified public accountant, was employed by Coopers & Lybrand. Mr. Bailly is a member of World Presidents’ Organization. As a result of these and other professional experiences, Mr. Bailly possesses particular knowledge and experience in operations, accounting, finance, mergers and acquisitions, and executive leadership within a manufacturing environment that strengthens the Board’s collective qualifications, skills, and experience. Mr. Oberdorf has served as one of our directors since 2004. Mr. Oberdorf was Chief Executive Officer of SIRVA, Inc., a leading global provider of moving and relocation services to corporations, consumers, and governments, from October 2017 until his retirement in January 2025. He remained employed as a Senior Advisor at SIRVA until July 2025. He was Chairman of SIRVA from August 2018 to September 2024 and was Chief Financial Officer from August 2011 to October 2017. From August 2010 through March 2011, Mr. Oberdorf consulted for Orchard Brands, a multi‑channel marketer of men’s and women’s apparel for the 55+ market segment. From December 2008 through August 2010, Mr. Oberdorf was Executive Vice President and Chief Financial Officer of infoGROUP, Inc., which provides business and consumer databases for sales leads and mailing lists, database marketing services, data processing services, e‑mail marketing, market research, and sales and marketing solutions. From June 2006 through 2008, Mr. Oberdorf was Senior Vice President, Chief Financial Officer, and Treasurer of Getty Images Inc., the world’s leading creator and distributor of still imagery, footage, and multi‑media products, as well as a recognized provider of other forms of premium digital content, including music. From March 2002 through June 2006, Mr. Oberdorf was Senior Vice President, Chief Financial Officer and Treasurer of CMGI, Inc., a supply chain management, marketing distribution and ecommerce solutions company, where he served as a consultant from November 2001 through February 2002. From February 1999 through October 2001, Mr. Oberdorf was Senior Vice President and Chief Financial Officer of Bertelsmann AG’s subsidiary, BeMusic Direct, a direct‑to‑consumer music sales company. From January 1981 through January 1999, Mr. Oberdorf served in various capacities at Readers Digest Association, Inc., most recently as Vice President Global Books & Home Entertainment—Finance. As a result of these and other professional experiences, Mr. Oberdorf possesses particular knowledge and experience in manufacturing and accounting, finance, capital markets, and public company experience that strengthen the Board’s collective qualifications, skills, and experience. Mr. Kozin has served as one of our directors since 2006. Mr. Kozin served as President of L.E.K. Consulting from 1997 through 2011 and as a Senior Advisor from 2011 through 2018. In December 2022, Mr. Kozin transitioned to the Board of Healthcare Royalty Holdings from that company’s Strategy Advisory Board where he had been serving as chairperson since January 2013. Previously, Mr. Kozin served on the boards of directors of Endocyte (sold to Novartis), Dyax (sold to Shire), Dicerna (sold to Novo Nordisk), Chimerix (sold to Jazz), Frequency Therapeutics (merged with Korro), Flex Pharma (merged with Salarius), VBL Therapeutics (merged with Notable), OvaScience (merged with Millendo), Crunchtime! Information Systems, Medical Simulation Corporation, Brandwise, Advizex, Lynx Therapeutics, Inc., Assurance Medical, Inc., and Isleworth Healthcare Acquisition Corporation. As a result of these and other professional experiences, Mr. Kozin possesses particular knowledge and experience in strategic planning and the leadership of complex organizations that strengthen the Board’s collective qualifications, skills, and experience. Mr. Croteau has served as one of our directors since December 2015. Presently Mr. Croteau is a member of the Board of Directors of Corza Medical, a private equity-backed company that specializes in high performance wound closure products, biosurgical products and ophthalmic instrumentation. Mr. Croteau served as the CEO of Corza Medical from January of 2021 to January of 2023, when he retired. His prior company, Surgical Specialties Corporation, was acquired in January 2021 and was simultaneously combined with the Tachosil Business from Takeda Pharmaceuticals to form Corza Medical. Mr. Croteau was the Chief Executive Officer of Vention Medical from January 2011 until March 2017, when he resigned in connection with the acquisition of Vention Medical by Nordson Corporation and the divestiture of the Vention Device Manufacturing Services business unit to MedPlast Inc. Vention Medical provides component manufacturing, assembly and design services for disposable medical devices, with fourteen facilities across the United States, Central America, Ireland, and Israel. Prior to assuming his role with Vention Medical, Mr. Croteau was President of FlexMedical from July 2005 through December 2010. FlexMedical is the medical division of Flex (Nasdaq: FLEX), which provides manufacturing and supply chain services for disposable medical devices, medical equipment, and drug delivery devices. From July 2004 to June 2005, Mr. Croteau served as the Executive Vice President and General Manager of Orthopedics for Accellent (renamed Lake Region Medical in 2014 and now a division of Integer), a manufacturer of specialty components and finished medical devices used in orthopedic, cardiology, and surgical devices. From August 1999 to June 2004, Mr. Croteau served as an executive at MedSource Technologies, which was merged in June 2004 with UTI Corporation to form Accellent. As Senior Vice President at MedSource Technologies, Mr. Croteau was responsible for sales, marketing, strategy and acquisitions. Prior to entering the medical device industry in 1999, Mr. Croteau spent the majority of his career in various roles at General Electric and working as a consultant for Booz & Company in Sydney, Australia. Mr. Croteau has a Bachelor of Science degree in mechanical engineering from the University of Vermont and a Master of Business Administration from Harvard Business School. Since May 2019, Mr. Croteau has served on the board of directors of Resonetics, a privately held laser manufacturing services company providing micro components to global medical device companies. From October 2014 to March 2018 and from July 2020 to present, Mr. Croteau also served as a member of the board of directors of Inventus Power, a privately held, global manufacturer of custom battery packs, chargers, and portable power supply systems. Since December 2024, Mr. Croteau has served on the board of directors of Zeus Inc., a leading provider of tubing, catheter componentry, heat shrinks, bioabsorbable and implantable medical products, sutures, fiber optics coatings to medical and aerospace markets. As a result of these and other professional experiences, Mr. Croteau possesses knowledge and experience in manufacturing and design, particularly in the medical device industry, that strengthens the Board’s collective qualifications, skills, and experience.

  4. ELECTION OF DIRECTORS

    Ms. Feldmann has served as one of our directors since June 2017. From 2022 until 2025, Ms. Feldmann served on the board of Alexandria Real Estate Equities, Inc. (NYSE: ARE), an urban office real estate investing trust focused on collaborative life science, agtech and technology campuses in AAA innovation cluster locations. She served on the Alexandria board’s Science and Technology Committee. Ms. Feldmann served on the board of Frequency Therapeutics, Inc. (Nasdaq: FREQ), a clinical-stage biotechnology company focused on harnessing the body’s innate biology to repair or reverse damage caused by a broad range of degenerative diseases, where she also chaired the Frequency Audit Committee from September 2020 until November 2023 when Frequency was combined with Korro Bio (Nasdaq: KRRO) in a reverse merger. Since 2005, Ms. Feldmann has served on the board of directors of STERIS PLC (NYSE: STE), a provider of infection prevention, decontamination, and health science technologies, products and services. She chairs the STERIS Nominating & Governance Committee and previously chaired and is a current member of the Audit Committee. She also previously served as a member of the STERIS Compliance and Technology Committee. From 2013 to 2023 Ms. Feldmann served on the board of trustees and was a member and previously chaired the Finance Committee of Falmouth Academy, an academically rigorous, co-ed college preparatory day school for grades 7 to 12. Ms. Feldmann continues to serve as a Board Member Emeritus at Falmouth Academy. Cynthia previously served on the publicly traded company Boards of Hanger Inc., Heartware International, Inc., and Hayes-Lemmerz. Previously, Ms. Feldmann had a 27-year career in public accounting; she was Partner at KPMG LLP, holding various leadership roles in the firm’s Medical Technology and Health Care & Life Sciences industry groups and was National Partner-in-Charge of the Life Sciences practice for Coopers & Lybrand (now PricewaterhouseCoopers LLP), among other leadership positions she held during her career there. Ms. Feldmann was a founding board member of Mass Medic, a Massachusetts trade association for medical technology companies, where she also served as treasurer and as a member of the board's Executive Committee during her tenure from 1997 to 2001. Ms. Feldmann is a retired CPA. As a result of these and other professional experiences, Ms. Feldmann possesses particular knowledge and experience in accounting, finance, and capital markets, and public company experience particularly in the medical device industry, that strengthens the Board’s collective qualifications, skills and experience. Mr. Hassett has served as one of our directors since June 2022. Mr. Hassett was Senior Vice President and Chief Transformation Officer for Analog Devices Inc, (“ADI”) up to his retirement in November 2024, prior to that he was Senior Vice President and Chief Operating Officer for the Maxim Business since August 2021 where he led ADI’s strategic and operational focus to integrate Maxim Inc., a $2.5 billion business acquired by ADI in August 2021. He also serves on Deloitte Semiconductor sector Advisory Board. Mr. Hassett brings extensive experience as a business leader, having run ADI’s largest revenue-generating business, operational expertise leveraging his previous Global Operations & Technology leadership, in addition to his various engineering management roles with ADI. Previously, Mr. Hassett was Senior Vice President, Corporate Integration Management where he led significant efforts in M&A transactions and was responsible for developing strategies that drove the integration of multi-billion-dollar transactions from due diligence to fully integrated entities from December 2020 to July 2021. Previously, Mr. Hassett was Senior Vice President of Industrial and Consumer Group from November 2019 to December 2020 where he led growth initiatives that leveraged its extensive franchise capability in measurement, sensing, and testing. He was Senior Vice President of Global Operations & Technology from May 2015 to November 2019, where he was instrumental in setting and executing our manufacturing strategy and creating a world-class, scalable supply chain to deliver outstanding quality for our customers. Mr. Hassett joined ADI in 1982 after graduating from the University of Limerick where he earned a Bachelor of Science degree in Manufacturing Engineering. Mr. Hassett also holds a Master of Business Administration from the University of Limerick. As a result of these professional experiences, Mr. Hassett possesses particular knowledge and experience in strategic and operational efforts related to merger and acquisition transactions and extensive experience as a global leader in revenue generation, operations, and engineering management that strengthens the Board's collective qualifications, skills, and experience. Ms. Hudson has served as one of our directors since June 2022. Presently, Ms. Hudson is the President and CEO of United Way Miami. Prior to the United Way Miami role, she served as CEO of Chapman Partnership from November 2018 through July 2022. Since August 2018, Ms. Hudson has served as an Operating Advisor for Revival Healthcare Partners; as an executive Board Member and on the Governance and Audit Committee for MTF Biologics from July 2021 through December 2024; and as a Board Member for Baxter Foundation. From April 2016 to January 2018, Ms. Hudson was the President of Global Franchises and Innovation for ConvaTec, a $1.8 Billion international medical products and technologies company. From December 2013 to March 2016, Ms. Hudson served in various strategic leadership roles for Baxter, Inc., a $10.7 billion company that develops, manufactures, and markets products providing a broad portfolio of essential renal hospital products including home, acute and in-center dialysis; sterile IV solutions; and infusion systems and devices. Before joining Baxter, Ms. Hudson was the VP of Continuous Improvement & Transformation for Hospira, Inc (now Pfizer), a $4 billion world leader in specialty generic injectable pharmaceuticals, generic acute-care and oncology injectables, integrated infusion therapy devices and medication management solutions. From May 2005 to July 2013, Ms. Hudson served as General Manager of Medication Management Systems, VP of Global Marketing for On-Market Product Strategies Devices, VP of Marketing – US Region Medication Management Systems, and VP of Continuous Improvement and Transformation. Between August 1999 and February 2005, Ms. Hudson served in various leadership roles for Aon Corporation, an $8 billion risk management, retail, reinsurance & wholesale brokerage, claims management, specialty services, and human capital consulting services company; and Household International, an $8 billion financial service provider of consumer loans, credit cards, auto finance, and credit insurance products in the US, UK, and Canada. Ms. Hudson holds a Master of Business Administration from Harvard Business School and a BS from Alabama A&M University. She was recognized as a Top 50 Business Leader of Color in 2015. As a result of these experiences, Ms. Hudson possesses the knowledge and leadership experience, particularly in the medical products and technologies industries that strengthen the Board’s collective qualifications, skills, and experience. Directors are elected by a plurality of the votes cast by stockholders entitled to vote at the Meeting. Votes withheld and broker non‑votes will not have any effect on this proposal. Accordingly, the nominees receiving the highest number of “for” votes at the Meeting will be elected as directors. Proxies solicited by the Board will be voted “for” the nominees listed above unless a stockholder has indicated otherwise in the proxy.

  5. ELECTION OF DIRECTORS

    THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE NOMINEES LISTED ABOVE AS STANDING FOR ELECTION AT THE MEETING, TO SERVE UNTIL THE ANNUAL MEETING OF OUR STOCKHOLDERS IN 2027, AS DESCRIBED ABOVE.

  6. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  7. Governance Developments

    Governance Developments The Compensation Committee and/or the Board of Directors have taken the following steps to promote good corporate governance: •Expiration of Rights Plan—Through March 2019, we had a stockholder rights plan designed to protect and enhance the value of our outstanding equity interests in the event of an unsolicited attempt to acquire us in a manner or on terms not approved by our Board of Directors and that would prevent stockholders from realizing the full value of their shares of our common stock. However, the rights may have had the effect of rendering more difficult or discouraging an acquisition or the rights may have caused substantial dilution to a person or group that attempted to acquire us on terms or in a manner not approved by our Board of Directors. On March 13, 2019, our Board of Directors voted not to replace the rights when they expired on March 19, 2019. •Declassification of our Board of Directors—In 2020, our Board of Directors and our stockholders approved an amendment to our Certificate of Incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors. •No Tax Gross‑ups—We do not provide tax gross‑ups to our named executive officers. •Insider Trading Policy—We have adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of the Company’s securities held by our directors, officers and employees, and the Company itself, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. •Anti‑Hedging Policy—Our policy prohibiting insider trading practices also prohibits the hedging of our stock by our employees, including our executive officers and directors. •Anti-Pledging and Margin Account Policy—We maintain a policy prohibiting employees from holding our securities in a margin account or pledging our securities as collateral for a loan. •No Repricing of Stock Options—Our equity incentive plans prohibit the repricing of stock options or other equity awards without the consent of our stockholders. •Buyouts of Underwater Options—Our equity incentive plans prohibit us from buying out underwater stock options from our executive officers. •Stock Ownership Guidelines—We maintain stock ownership guidelines for the named executive officers and independent directors that are described in more detail below. •Clawback Policy—We have adopted a clawback policy, which is described in more detail below. •Independent Compensation Committee—Our Compensation Committee is comprised exclusively of independent directors. •Independent Consultants—The independent consultants who provided benchmarking data with respect to the named executive officers do not provide services to us other than at the direction of the Compensation Committee.

  8. Philosophy and Objectives of our Compensation Programs

    Philosophy and Objectives of our Compensation Programs The primary objectives of our compensation programs are to: •Retain executive talent by offering compensation that is commensurate with pay at other companies of a similar size in similar industries, as adjusted for individual factors, and considering the complexity of our business; •Safeguard our interests and those of our stockholders; •Drive executive performance by having certain components of pay at risk and/or tied to our entity-wide and individual goal performance; •Be fair to employees, management and stockholders; and •Be well communicated and understood by program participants and stockholders. The Compensation Committee believes that the most effective compensation program is one that provides a reasonable level of fixed income through competitive base salaries, equity grants and retirement benefits as well as additional rewards for achieving performance targets. The Compensation Committee also believes that these rewards should be in the form of both cash and non‑cash and have some component subject to time‑based vesting as a retention measure. Incentive cash bonuses are included to drive executive performance by having pay at risk so that a significant portion of potential annual cash compensation is tied to profitability targets. We also include time-based and time- and performance‑based restricted stock unit awards as a significant element of executive compensation, so that the value of a portion of an executive’s compensation is dependent upon both continued, long-term employment and company‑wide performance measures.

  9. Our Decision‑Making Process

    *Our Compensation Committee reviews our peer group approximately every three years to ensure that our peer group is reasonably comparable to our market cap, revenue, employee base, geographical footprint, and industry in which we operate.

  10. Principal Elements of the 2025 Compensation Program

    (1)The “Threshold” stock unit awards are subject to time vesting only. The “Target” and “Exceptional” stock unit awards are also subject to financial performance objectives, established by the Compensation Committee as the achievement of 100% and 115%, respectively, of our targeted Adjusted Operating Income for 2025 of $93,675,000. Based upon our achievement of $97,751,303 in actual Adjusted Operating Income for 2025, the Compensation Committee determined that the Target goal and 29% of the Exceptional goal had been fully achieved. Accordingly, each named executive officer earned the number of stock unit awards set forth next to his name in the “Threshold” and “Target” columns and 29% of the stock unit awards in the “Exceptional” column above. (2)One‑third of these awards vested on March 1, 2026, one‑third of these awards vest on March 1, 2027 and one‑third of these awards vest on March 1, 2028, provided that we continuously employ the recipient through each such vesting date (except as set forth below). Except in the case of Mr. Bailly, any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with us. With respect to Mr. Bailly, in the event of a cessation of employment by us without Cause or by Mr. Bailly for Good Reason (as such terms are defined in his employment agreement dated October 8, 2007, as amended (the “Bailly Employment Agreement”)), all earned but unvested stock unit awards shall become immediately vested, regardless of such cessation of employment. In the event we undergo a Change in Control (as defined in the stock unit award agreement evidencing the award) all earned but unvested stock unit awards held by each of the named executive officers shall become fully vested immediately prior to the effective date of such Change in Control.

  11. Policy on Equity‑Based Award Timing and Pricing

    Policy on Equity‑Based Award Timing and Pricing Our Board of Directors adopted a policy whereby equity‑based awards are only to be granted by the approval of a majority vote of members of the Compensation Committee at a committee meeting. Our 2003 Incentive Plan establishes fair market value as the closing price on the date of grant of any equity security, including stock options, granted pursuant to such plan. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee generally grants equity awards on a predetermined annual schedule, and we do not take material non-public information into account when determining the timing and terms of such awards. Additionally, we do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates of for the purpose of affecting the value of executive compensation.

  12. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  13. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary($)(1) | Stock Awards($)(2) | Non‑Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | R. Jeffrey Bailly | 2025 | $789,000 | $5,377,499 | $1,260,934 | $221,007 | $7,648,440 | | Chief Executive Officer | 2024 | $705,000 | $3,025,077 | $1,410,000 | $136,450 | $5,276,527 | | | 2023 | $680,000 | $2,761,000 | $1,360,000 | $130,107 | $4,931,107 | | Ronald J. Lataille | 2025 | $485,000 | $1,650,000 | $350,954 | $34,326 | $2,520,280 | | Senior Vice President, Treasurer, and Chief Financial Officer | 2024 | $460,000 | $741,416 | $354,094 | $36,786 | $1,592,296 | | | 2023 | $440,000 | $616,000 | $376,417 | $36,053 | $1,468,470 | | Mitchell C. Rock | 2025 | $525,000 | $1,650,000 | $388,704 | $34,338 | $2,598,042 | | President | 2024 | $500,000 | $871,090 | $386,794 | $36,411 | $1,794,295 | | | 2023 | $440,000 | $616,000 | $370,417 | $35,678 | $1,462,095 | | Christopher P. Litterio | 2025 | $385,000 | $550,000 | $221,438 | $32,450 | $1,188,888 | | General Counsel, Secretary, and Senior Vice President of Human Resources | 2024 | $370,000 | $303,892 | $233,276 | $32,250 | $939,418 | | | 2023 | $355,000 | $273,000 | $253,000 | $31,517 | $912,517 | | Jason Holt | 2025 | $352,000 | $439,999 | $159,160 | $29,591 | $980,750 | | Senior Vice President | 2024 | $338,000 | $197,975 | $178,518 | $29,391 | $743,884 | | | 2023 | $325,000 | $180,000 | $189,127 | $28,658 | $722,785 |

  14. SUMMARY COMPENSATION TABLE

    _______________________ (1)On February 10, 2026, based upon the competitive market assessment performed by Pearl Meyer in 2024, the Compensation Committee approved increases in the base salaries of Messrs. Lataille, Rock, Litterio and Holt to $505,000, $550,000, $400,500 and $400,000, respectively, effective January 1, 2026. In late 2025 and early 2026, the Compensation Committee again engaged Pearl Meyer to advise on the compensation of Mr. Bailly and Mr. Rock given the pending CEO transition. On June 4, 2026, Mr. Bailly will transition from his position as the Chief Executive Officer to Executive Chairman of the Company. From January 1, 2026 through June 4, 2026, Mr. Bailly is entitled to a base salary at an annual rate of $789,000. After his transition to Executive Chairman on June 4, 2026, Mr. Bailly's salary will be at an annual rate of $600,000. Following his appointment as Chief Executive Officer on June 4, 2026, Mr. Rock’s base salary will be adjusted to $700,000 per annum, in accordance with the Employment Offer Letter. (2)The amount included in the “Stock Awards” column does not reflect compensation actually received by the named executive officer nor does it necessarily reflect the actual value that will be recognized by the named executive officer. Instead, the amount shown is the grant date fair value of restricted stock units or stock granted to the named executive officer computed in accordance with FASB ASC, Topic 718, Compensation—Stock Compensation. The assumptions used to calculate the value of restricted stock unit awards are set forth under Note 1(l)—Share‑Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025. The grant date fair value is based upon the probable outcome of the performance conditions applicable to each award. Because 29% of the Exceptional share payout was earned, the grant date fair value of all stock awards granted in 2025 to each named executive officer, based on actual outcome of performance criteria, was as follows: for Mr. Bailly, $4,977,499; for Mr. Lataille, $1,650,000; for Mr. Rock, $1,650,000; for Mr. Litterio $550,000 and for Mr. Holt, $439,999. However, in the case of Mr. Bailly, the amount also includes a grant of 1,744 shares of Common Stock issued on December 19, 2025 at the closing price of $229.40 on that date with a grant date fair value of $400,000. (3)Represents performance‑based incentive bonuses earned in 2025, 2024 and 2023 that were paid in March 2026, 2025 and 2024, respectively. (4)Represents our payments for (i) tax preparation fees and marina fees for Mr. Bailly in 2025, 2024 and 2023, (ii) company-paid life insurance premiums and related policies of $143,160, $77,160, $77,160, respectively, for Mr. Bailly in each of 2025, 2024 and 2023, and (iii) car allowances, supplemental disability premiums, excess personal liability insurance premiums and 401(k) contributions for each of the named executive officers in 2025, 2024 and 2023.

  15. Grants of Plan-Based Awards—2025

    Grants of Plan-Based Awards—2025

  16. Grants of Plan-Based Awards—2025

    | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value Of Stock and Option Awards ($)(1) | | R. Jeffrey Bailly(2)(3) | 2/11/2025 | 11,515 | 17,273 | 23,031 | — | — | — | $6,033,431 | | R. Jeffrey Bailly(4) | 12/19/2025 | — | — | — | 1,744 | — | — | $400,000 | | Ronald J. Lataille(2)(3) | 2/11/2025 | 3,817 | 5,726 | 7,635 | — | — | — | $2,000,141 | | Mitchell C. Rock(2)(3) | 2/11/2025 | 3,817 | 5,726 | 7,635 | — | — | — | $2,000,141 | | Christopher P. Litterio (2)(3) | 2/11/2025 | 1,272 | 1,908 | 2,544 | — | — | — | $666,452 | | Jason Holt(2)(3) | 2/11/2025 | 1,018 | 1,527 | 2,036 | — | — | — | $533,371 |

  17. Grants of Plan-Based Awards—2025

    (1)Amount shown does not reflect compensation actually received by the named executive officer nor does it necessarily reflect the actual value that will be recognized by the named executive officer. Instead, the amount shown is the grant date fair value of restricted stock units or stock granted to the named executive officer computed in accordance with FASB ASC, Topic 718, Compensation—Stock Compensation. The assumptions used to calculate the value of restricted stock unit awards are set forth under Note 1(l)—Share‑Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025. (2)Reflects grants of stock unit awards to the named executive officers pursuant to our 2003 Incentive Plan. These stock unit awards are subject to a (i) time‑based vesting requirement and (ii) our financial performance objectives, which are discussed in footnote 3 below and above under “Compensation Discussion and Analysis.” One‑third of these awards vested on March 1, 2026, one‑third of these awards vest on March 1, 2027, and one‑third of these awards vest on March 1, 2028, provided that the recipient remains continuously employed by us through each such vesting date and, for the amounts disclosed under the target and maximum columns, the corresponding financial performance requirement is met. Recipients of the stock unit awards will have no rights as stockholders, including, without limitation, the right to vote or to receive dividends, until and to the extent such stock unit awards have vested and the issuance of the shares of Common Stock in respect of the stock unit awards has been appropriately evidenced. Except in the case of Mr. Bailly, any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with us. With respect to Mr. Bailly, in the event of a cessation of employment by us without Cause or by Mr. Bailly for Good Reason (as such terms are defined in the Bailly Employment Agreement), all earned but unvested stock unit awards shall become immediately exercisable, regardless of such cessation of employment. In the event of our Change in Control (as defined in the stock unit award agreement evidencing the award) on or after January 1, 2026, all earned but unvested stock unit awards held by each of the named executive officers shall become fully vested immediately prior to the effective date of such change in control. (3)The Threshold stock unit awards are subject to time vesting only. The Target and Maximum stock unit awards are also subject to financial performance objectives, established by the Compensation Committee as the achievement of 100% and 115%, respectively, of our targeted Adjusted Operating Income for fiscal 2025 of $93,675,000. The amounts in Threshold, Target and Maximum columns are cumulative; the “Target” award amount includes the full amount of the “Threshold” award amount, and the “Exceptional” award amount includes the full amount of both the “Threshold” and “Target” Amounts. Based upon our achievement of $97,751,303 in actual Adjusted Operating Income for our 2025 fiscal year, the Compensation Committee determined that the Target goal had been fully achieved and that the Maximum goal had been 29% achieved. Accordingly, each named executive officer earned the number of stock unit awards set forth in the Target column and 29% of those stock unit awards set forth in the Maximum column. (4)In accordance with the terms of Mr. Bailly’s employment agreement, these shares were approved for Mr. Bailly by the Compensation Committee on February 11, 2025, and granted and issued on December 19, 2025, valued at $229.40 per share, the closing price of the Common Stock on the date of issuance. The grant was for a fixed dollar amount of $400,000, with the number of shares to be determined on the date of issuance based upon the closing price on that date.

  18. Outstanding Equity Awards at Fiscal 2025 Year‑End

    Outstanding Equity Awards at Fiscal 2025 Year‑End

  19. Outstanding Equity Awards at Fiscal 2025 Year‑End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | R. Jeffrey Bailly | 7,935 | — | $111.54 | 2/14/2028 | 36,209(4) | $8,039,484 | | Ronald J. Lataille | — | — | — | — | 11,004(5) | $2,443,218 | | Mitchell C. Rock | — | — | — | — | 11,509(6) | $2,555,343 | | Christopher P. Litterio | — | — | — | — | 4,090(7) | $908,103 | | Jason Holt | — | — | — | — | 2,983(8) | $662,315 |

  20. Outstanding Equity Awards at Fiscal 2025 Year‑End

    _______________________ (1)Exercise prices for all options granted to the named executive officers represent the closing price of the Common Stock on the date of grant. (2)Represents unvested stock unit awards granted pursuant to our 2003 Incentive Plan. (3)The market value of the stock unit awards that have not vested is calculated using the closing price of the Common Stock at the end of our last completed fiscal year. Accordingly, this value was determined based on the closing price of the Common Stock as of December 31, 2025, which was $222.03. (4)Includes (i) 18,477 stock units that vested on March 1, 2026, (ii) 11,418 stock units that vest on March 1, 2027 and (iii) 6,314 stock units that vest on March 1, 2028. (5)Includes (i) 5,378 stock units that vested on March 1, 2026, (ii) 3,533 stock units that vest on March 1, 2027 and (iii) 2,093 stock units that vest on March 1, 2028. (6)Includes (i) 5,631 stock units that vested on March 1, 2026, (ii) 3,785 stock units that vest on March 1, 2027 and (iii) 2,093 stock units that vest on March 1, 2028. (7)Includes (i) 2,104 stock units that vested on March 1, 2026, (ii) 1,288 stock units that vest on March 1, 2027 and (iii) 698 stock units that vest on March 1, 2028. (8)Includes (i) 1,483 stock units that vested on March 1, 2026, (ii) 943 stock units that vest on March 1, 2027 and (iii) 557 stock units that vest on March 1, 2028.

  21. Option Exercises and Stock Vested—2025

    Option Exercises and Stock Vested—2025

  22. Option Exercises and Stock Vested—2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | R. Jeffrey Bailly | — | — | 19,238 | $4,140,787 | | Ronald J. Lataille | — | — | 5,390 | $1,160,144 | | Mitchell C. Rock | — | — | 5,641 | $1,214,169 | | Christopher P. Litterio | — | — | 2,394 | $515,285 | | Jason Holt. | — | — | 1,595 | $343,308 |

  23. Option Exercises and Stock Vested—2025

    (1)On March 1, 2025, previously issued stock unit awards covering 19,238, 5,390, 5,641, 2,394, and 1,595 shares of our Common Stock vested in full for each of Messrs. Bailly, Lataille, Rock, Litterio and Holt, respectively. The value realized upon the vesting of the stock unit awards is based upon the closing price of $215.24 on March 3, 2025. (2)Value realized is calculated based on the number of shares vested multiplied by the closing price of our Common Stock on the date of vesting. This calculation does not account for shares withheld for tax purposes, but rather, represents the gross value realized.

  24. Nonqualified Deferred Compensation—2025

    Nonqualified Deferred Compensation—2025

  25. Nonqualified Deferred Compensation—2025

    | Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2025 ($)(3) | | R. Jeffrey Bailly | $200,000 | — | $193,453 | — | $1,382,447 | | Ronald J. Lataille | — | — | — | — | — | | Mitchell C. Rock | — | — | $106,080 | $— | $820,711 | | Christopher P. Litterio | — | — | — | — | — | | Jason Holt | — | — | — | — | — |

  26. Nonqualified Deferred Compensation—2025

    (1)Represents amounts contributed into the Deferred Compensation Plan by each named executive officer. Such amounts are included in the Summary Compensation Table in the “Salary” column for 2025. (2)These amounts are not included in the Summary Compensation table because plan earnings were not preferential or above market. (3)The following amounts are included in the fiscal year-end balance and previously were reported as compensation to the following officers in the Summary Compensation Table: Mr. Bailly, $791,868; Mr. Rock, $340,341.

  27. Potential Payments upon Termination or Change of Control and Severance Plans

    Potential Payments upon Termination or Change of Control and Severance Plans Mr. Bailly may be entitled to payment upon his termination or upon our change of control. Under the terms of his employment agreement, if (i) we terminate Mr. Bailly’s employment without Cause (as defined in the agreement), (ii) Mr. Bailly terminates his employment with us for Good Reason (as defined in the agreement), or (iii) Mr. Bailly voluntarily terminates his employment within six months of a Change in Control (as defined in the agreement), then we are required to pay Mr. Bailly a lump sum amount equal to three times his average annual compensation for the two years preceding such termination. The employment agreement defines “average annual compensation” as including aggregate base salary, the Annual Stock Grant Award, and bonus compensation earned in such years. However, any termination payment to Mr. Bailly shall be limited to an amount that would not result in the imposition of an excise tax or denial of a tax deduction for us under the tax code’s golden parachute rules. Accordingly, assuming the triggering event occurred on December 31, 2025, Mr. Bailly would have been entitled to receive a lump sum payment of $7,447,401. Additionally, if we terminate Mr. Bailly without Cause or if he terminates his employment for Good Reason, he is also entitled to extended health insurance benefits for a period of up to thirty‑six months. Assuming a December 31, 2025 triggering date, Mr. Bailly would have been entitled to receive health insurance benefits valued at $60,310. The agreement also provides that in the event of (i) our Change in Control or (ii) our termination of Mr. Bailly’s employment without Cause, or by Mr. Bailly for Good Reason, then (x) any shares in the Annual Stock Grant Award not issued to Mr. Bailly to which he would otherwise be entitled as of the next Issue Date following such Change in Control or such termination will be immediately issued to him and (y) any of Mr. Bailly’s other earned but unvested Stock Rights (as defined in the employment agreement) will immediately vest in full. Assuming a December 31, 2025 triggering date, Mr. Bailly would have been entitled to receive vested equity valued at $6,390,245 calculated based on the closing price of the Common Stock as of December 31, 2025, which was $222.03. Each of the outstanding stock unit awards between the Company and Messrs. Lataille, Rock, Litterio and Holt become time-vested upon a change of control, as defined in our 2003 Incentive Plan, provided that such officer is employed as of the date immediately prior to the effective date of such change in control. Subject to attainment of the performance objectives contained in each award, the stock unit awards will vest at the applicable threshold, target and maximum amounts. Assuming a December 31, 2025 triggering date, Messrs. Lataille, Rock, Litterio and Holt would have been entitled to receive vested equity valued at $1,896,358, $2,008,483, $725,816 and $516,442 respectively, calculated based on the closing price of the Common Stock as of December 31, 2025, which was $222.03. In September 1993, we adopted a policy that all executive officers not otherwise a party to an employment agreement with us will receive a severance benefit should we terminate the employee’s employment other than for cause in connection with our change in control, in the form of a base salary continuation for a period equal to the sum of (i) four months plus (ii) one month for each year of service with us up to a maximum of 18 months. Accordingly, assuming termination on December 31, 2025, such named executive officers would have been entitled to the following payments (in 2026, Mr. Rock entered into an Executive Severance Agreement, which now applies to Mr. Rock instead of our severance policy):

  28. Potential Payments upon Termination or Change of Control and Severance Plans

    | Name | Severance Payment ($) | | Ronald J. Lataille | $727,500 | | Mitchell C. Rock | $787,500 | | Christopher P. Litterio | $385,000 | | Jason Holt | $322,667 |

  29. CEO Pay Ratio

    CEO Pay Ratio In accordance with rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Mr. Bailly, our CEO. We identified the median employee based on the year-to-date gross pay of our full-time, part-time, seasonal and temporary employees as of October 4, 2025. The only assumptions, adjustments, or estimates that we made to year-to-date gross pay was annualizing the gross pay for any full-time and part-time employees who were not employed for the entire year. We believe that this is a consistently applied compensation measure to identify the median employee. The adjusted gross pay for all employees, other than Mr. Bailly, were ranked highest to lowest in order to determine the median employee. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO and median employee’s annual total compensation were calculated consistent with the disclosure requirements of executive compensation under Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for the median employee selected in this analysis was $7,416. The annual total compensation for 2025 for Mr. Bailly was $7,648,440 as reported under the heading “Summary Compensation Table.” For 2025, the ratio of the median employee’s annual total compensation to Mr. Bailly’s annual total compensation was 1,031:1. In accordance with the SEC rules, the CEO pay ratio calculation included 2,570 employees from Costa Rica and the Dominican Republic, where such wages, on average, are lower than that of our US employees. If our Costa Rica and Dominican Republic based employees were excluded from such calculation, the CEO pay ratio would have been 163:1.

  30. Pay Versus Performance

    Pay Versus Performance The following table illustrates certain information about executive compensation for the Company’s Principal Executive Officer (“PEO”) and other named executive officers (“NEOs”) as well as certain performance measures against which compensation information can be compared. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K of the Exchange Act and does not necessarily reflect value actually realized by our NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. Please refer to the “Compensation Discussion and Analysis” for a discussion of our executive compensation program, its objectives, and the ways in which we align executive compensation with Company performance.

  31. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(2) | Average summary compensation table total for non-PEO named executive officers(1) | Average compensation actually paid to non-PEO named executive officers(2) | Total shareholder return | Peer group total shareholder return (3) | Net income | Adjusted Operating Income (4) | | 2025 | $7,648,440 | $8,173,405 | $1,821,990 | $1,899,038 | $476.22 | $112.86 | $68,312,522 | $102,873,480 | | 2024 | $5,276,527 | $9,476,108 | $1,267,473 | $2,077,532 | $524.50 | $112.51 | $58,981,545 | $92,301,415 | | 2023 | $4,931,107 | $8,405,644 | $1,141,467 | $1,910,143 | $369.09 | $102.33 | $44,923,806 | $65,739,297 | | 2022 | $4,300,557 | $6,615,078 | $1,019,628 | $1,627,618 | $252.95 | $83.19 | $41,789,243 | $48,844,231 | | 2021 | $2,619,501 | $4,140,645 | $712,181 | $1,000,862 | $150.77 | $104.11 | $15,885,720 | $22,949,475 |

  32. Pay Versus Performance

    (1)Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for our PEO during each applicable fiscal year and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:

  33. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | R. Jeffrey Bailly | Ronald J. Lataille, Mitchell C. Rock, Christopher P. Litterio, Jason Holt | | 2024 | R. Jeffrey Bailly | Ronald J. Lataille, Mitchell C. Rock, Christopher P. Litterio, Jason Holt | | 2023 | R. Jeffrey Bailly | Ronald J. Lataille, Mitchell C. Rock, Christopher P. Litterio, Steven G. Cardin | | 2022 | R. Jeffrey Bailly | Ronald J. Lataille, Mitchell C. Rock, Christopher P. Litterio, Steven G. Cardin | | 2021 | R. Jeffrey Bailly | Ronald J. Lataille, Mitchell C. Rock, William David Smith, Christopher P. Litterio, Daniel J. Shaw Jr. |

  34. Pay Versus Performance

    (2)Amounts reported in these columns represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:

  35. Pay Versus Performance

    | Fiscal Year (FY) | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | | Summary Compensation Table Total Compensation | $7,648,440 | $1,821,990 | $5,276,527 | $1,267,473 | $4,931,107 | $1,141,467 | $4,300,557 | $1,019,628 | $2,619,501 | $712,181 | | Deduction for ASC 718 Fair Value as of the Grant Date for Stock Awards | $(5,377,499) | $(1,072,500) | $(3,025,077) | $(528,593) | $(2,761,000) | $(421,250) | $(1,980,200) | $(327,650) | $(1,145,947) | $(220,719) | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Remain Unvested as of FY End | $4,605,914 | $906,326 | $4,144,671 | $754,313 | $4,041,743 | $649,709 | $2,902,215 | $518,804 | $1,466,617 | $312,657 | | Increase based on ASC 718 Fair Value of Outstanding Unvested Prior FY Awards as of FY End | $1,296,550 | $243,222 | $3,079,987 | $584,339 | $2,193,794 | $540,217 | $1,392,506 | $416,836 | $1,200,474 | $196,743 | | Compensation Actually Paid | $8,173,405 | $1,899,038 | $9,476,108 | $2,077,532 | $8,405,644 | $1,910,143 | $6,615,078 | $1,627,618 | $4,140,645 | $1,000,862 |

  36. Pay Versus Performance

    The fair values of stock awards, including restricted stock units ("RSUs"), included in the Summary Compensation Table Total Compensation are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2025. Any changes to the RSU and stock award fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on our updated stock price at the respective measurement dates. For all years presented, the meaningful increases in the year-end RSU fair value from the fair value on the grant date were primarily driven by changes in the stock price. (3)As described in the section titled “Compensation Discussion and Analysis”, our peer group in 2025 included the following companies: Avanos Medical, Inc, Integer Holdings Corporation, Orthofix Medical, Inc., 10X Genomics, Inc.., Atrivion, Inc., Azenta, Inc., Alphatec Holdings, Inc., AtriCure, Inc., Glaukos Corporation, Haemonetics Corporation, Inari Medical, Inc. (now Stryker), CONMED Corporation, iRhythm Technologies, Inc., Integra Life Sciences Holding Corp., STAAR Surgical Company, Sotera Health Company, Transmedics Group, Inc., Novanta, Inc., Osi Systems, Inc.. (4)Adjusted Operating Income is GAAP operating income as adjusted to disregard non‑recurring income or expenses, including intangible amortization, acquisition related costs, changes in fair value of contingent consideration and gains or losses from the sale of equipment.

  37. Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table

    Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table The graphs below compare (i) the relationship between PEO and average NEO compensation actually paid with our total shareholder return (“TSR”), (ii) the relationship between PEO and average NEO compensation actually paid and net income, (iii) the relationship between PEO and average NEO compensation actually paid and adjusted operating income, and (iv) the relationship between our TSR and our peer group TSR, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100. The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, each as set forth in the Pay versus Performance table above, and our cumulative TSR. The chart represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning December 31, 2021, and ending December 31, 2022, 2023, 2024, and 2025. The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and our net income during years 2021 through 2025, each as set forth in the table above. The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and the adjusted operating income during years 2021 through 2025, each as set forth in the table above. The following chart compares our cumulative TSR to that of our peer group over the same time period. The chart represents the cumulative TSR of the Company of an initial investment of $100 for the measurement period beginning December 31, 2021, and ending December 31, 2022, 2023, 2024 and 2025. As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the performance measures that we believe represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2025. The measures in this table are not ranked.

  38. Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay Versus Performance Table

    | Performance measure | Performance measure description | | Adjusted operating income | Operating income as adjusted is GAAP operating income as adjusted to disregard non‑recurring income or expenses, including intangible amortization, acquisition related costs, changes in fair value of contingent consideration and gains or losses from the sale of equipment. | | Net sales | Net sales as per the Company’s consolidated income statements for the respective years. | | Return on invested capital | Operating income net of taxes, divided by average invested capital (equity plus debt less cash). |

  39. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non‑employee directors annually receive: (i) a retainer of $210,000, with a $60,000 cash component and a $150,000 equity component, payable in the form of restricted stock unit awards (“RSU’s”) that vest on May 31 of the following year, (ii) an audit committee retainer of $10,000 in cash, with an additional $22,500 for the non‑employee director serving as audit committee chair, (iii) a compensation committee retainer of $7,500 in cash, with an additional $17,500 for the non-employee director serving as compensation committee chair, (iv) reimbursement of expenses for each meeting physically attended, and (v) a lead independent director retainer of $35,000 for the individual serving in that position. There was no additional compensation paid for services to the nominating committee in fiscal year 2025. Under our stock ownership guidelines, the Board has established a goal that, within five years after joining the Board, each non‑employee Board member beneficially own shares of our stock valued at three times his or her annual base cash retainer fee. The table below summarizes the compensation paid to each of our non-employee directors. For a summary of the compensation earned by Mr. Bailly, our President, Chief Executive Officer and Chairman of the Board of Directors, see the “Executive Compensation” section above.

  40. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Marc Kozin | $64,250 | $150,000 | $— | $214,250 | | Thomas Oberdorf | $67,000 | $150,000 | $— | $217,000 | | Daniel C. Croteau | $94,250 | $150,000 | $— | $244,250 | | Cynthia L. Feldmann | $88,250 | $150,000 | $— | $238,250 | | Joseph John Hassett | $80,500 | $150,000 | $— | $230,500 | | Symeria Hudson | $67,539 | $150,000 | $— | $217,539 |

  41. DIRECTOR COMPENSATION

    ______________________ (1)On June 4, 2025, we granted to each continuing non‑employee director who served on the Board at that date 625 RSU’s with a value equal to approximately $150,000, which vest on May 31, 2026, calculated using the $240.08 closing price of the Common Stock on the date of grant. Amounts reflected in the table represent the grant date fair value of the stock computed in accordance with FASB ASC, Topic 718, Compensation—Stock Compensation. (2)Messrs. Kozin, Oberdorf, Croteau and Hassett and Mses. Feldmann and Hudson had outstanding Option Awards at December 31, 2025 of 9,866, 16,510, 16,510, 2,842, 7,110, and 1,196, respectively.