DEF 14A of FVCBankcorp, Inc., Apr 7, 2026

DEF 14A of FVCBankcorp, Inc.

Filed Apr 7, 2026 · FY20250001675644-26-000039

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS The Governance and Nominating Committee of the Board of Directors recommended to the Board of Directors and the Board of Directors nominated the nominees for election as directors. Twelve (12) directors will be elected at the meeting for a one year period until the 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. Unless authority is withheld, all proxies in response to this solicitation will be voted for the election of the nominees listed below. Each nominee has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve, the proxies received in response to this solicitation will be voted for a replacement nominee selected in accordance with the best judgment of the proxy holders named therein. Each of the nominees for election as director currently serves as a director. Vote Required and Recommendation of the Board of Directors. Nominees receiving a plurality of the votes cast at the meeting in the election of directors will be elected as directors in the order of the number of votes received. The following information sets forth the names, ages, principal occupations and business experience for the past five years for all nominees and incumbent directors, as well as the particular experience, qualifications, attributes or skills that led the Board to conclude that each should serve as a director. Marc N. Duber, 67, joined as a director in October 2022, and has over four decades of experience in the real estate development industry. He is the executive vice president and chief operating officer of The Bernstein Companies, one of the oldest commercial real estate firms in Washington, D.C., where he began his career in 1980. Mr. Duber focuses on strategic acquisitions, ground-up developments, investments, and managing its many hotel and commercial properties. Mr. Duber currently serves on the MedStar Georgetown University Hospital Board of Directors and the Board of Trustees at American University. Patricia A. Ferrick, 63, has served as director and President of the Company and its wholly owned subsidiary, FVCbank (the “Bank”) since June 2017, and previously served as Executive Vice President and Chief Financial Officer since the Bank’s organization in 2007. Prior to joining the Bank, Mrs. Ferrick served as Executive Vice President and Chief Financial Officer at both Potomac Bank of Virginia (2004-2006) and Southern Financial Bancorp, Inc. (2000-2004). Mrs. Ferrick worked for KPMG (formerly Peat Marwick) as an auditor and obtained her CPA license before serving as an internal auditor and later controller at various banks in the Washington, D.C. area. Mrs. Ferrick has served as a director of the Volunteers for Honduran Communities since July 2020 and a director of the Virginia Bankers Association’s Management Services, Inc. since 2020. Mrs. Ferrick served as a director of Ronald McDonald House Charities of Washington, D.C. from 2011 to 2017, and served as a director of the Virginia Association of Community Banks from 2017 to 2018. L. Burwell Gunn, 80, has served as a director and Vice Chairman of the Board of Directors since 2008. He also served as President and Chief Operations Officer from 2008 until his retirement in 2014. Mr. Gunn is also the Lead Independent Director of the Board of Directors and has served in that role since it was established in 2018. Prior to joining the Bank, he was Senior Vice President, Senior Lender and Not for Profit Division Head at Commerce Bank from 2005 to 2008 and Managing Director for Provident Bank for Metro Washington and Richmond from 2002 to 2005. Mr. Gunn has over 45 years of banking experience. Meena Krishnan, 63, joined as a director in January 2021. Ms. Krishnan serves as President and Chief Executive Officer of Inoventures, LLC, since her founding the company in 2014. Inoventures, LLC is a business analytics firm headquartered in McLean, Virginia that assists government and commercial customers with big data, software, system integration, and cloud migration services. Since 2018, Ms. Krishnan has also served as President and Chief Executive Officer of SciMetrika, LLC, a health information technology company that is a subsidiary of Inoventures, LLC. Scott Laughlin, 57, has served as a director since 2010. Mr. Laughlin served as a board member of Arlington-based LM&O Advertising from 2002 until 2023 and was an executive of LM&O Advertising from 2008 until 2013. From 2013 to 2016, Mr. Laughlin served as venture partner with Ardent Capital, a private equity firm focused on investments in Southeast Asia. Since 2020, he has served as Principal at Evermay Wealth Management, LLC. David W. Pijor, 73, has served as Chairman and Chief Executive Officer since the organization of the Bank in 2007, and also served as President from 2014 to 2017. Mr. Pijor was the founding Chairman of the Board of Directors of James Monroe Bank and was instrumental in guiding James Monroe Bank through all stages of its successful history, from its initial organization through its sale to Mercantile Bankshares Corporation. Prior to becoming Chairman and Chief Executive Officer, Mr. Pijor was an attorney practicing corporate and tax law in Fairfax, Virginia for over 30 years. Devin Satz, 72, has served as a director since the organization of the Bank in 2007. Mr. Satz, currently retired, was the founder and, until its sale to IMS Health Incorporated in 2005, the President and Chief Executive Officer of Synchronous Knowledge, Inc., a health service research company analyzing electronic medical records for, among other clients, the U.S. Air Force. In 2016, Mr. Satz cofounded Drey Capital Group LLC to make the benefits of captive insurance available to small and mid-sized businesses. Lawrence W. Schwartz, 71, has served as a director since the organization of the Bank in 2007. Mr. Schwartz is a certified public accountant who has operated CPA firms since 1984, and was a partner with PBMares LLP, an accounting and business advisory firm, and its predecessor firms from 2013 until his retirement from the firm in 2019. Mr. Schwartz was a founding director and Chair of the audit committee for BankAnnapolis and Annapolis Bancorporation from 1990 until its sale in 2013. He also served from 1997 to 2014 and again from 2018 to 2020 as an adjunct professor of accountancy at George Washington University. Sidney G. Simmonds, 69, joined the Board of Directors in 2012 in connection with the Bank’s October 2012 acquisition of 1st Commonwealth Bank of Virginia, where he was Chairman of the Board of Directors. Mr. Simmonds has been President of Sid Simmonds, CPA, Ltd., a Certified Public Accounting firm in Arlington, Virginia since 1981. Mr. Simmonds was a Director of VHC Health, a Northern Virginia health care system from 1997-2021 and its Vice Chairman from 2000-2020. He currently serves as Chairman of the VHC Health Foundation. Daniel M. Testa, 79, has served as a director since the organization of the Bank in 2007. Mr. Testa was previously the owner, President and Chief Executive Officer of TCI, a leading full service voice and data systems integration company, serving the Washington, D.C. metropolitan area since 1980 until its sale in 2016 and has since served as a consultant for TCI’s executive team. Mr. Testa has been the Chairman and Chief Executive Officer of People 2 People of D.C., LLC, an Executive Level Networking/Consulting firm since 2015.

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    Philip R. Wills, III (“Trey”), 59, has served as a director since 2010. Mr. Wills is a third generation real estate developer based in the Washington, D.C. metro area with Wills Companies where he has been Principal since its formation in 1992. Mr. Wills brings more than 30 years of real estate knowledge to the Bank. His broad range of expertise includes project financing, land development, property sales and acquisitions, leasing, property management and construction management, across all market segments. Steven M. Wiltse, 70, has served as a director since 2017. Mr. Wiltse has been a retired partner of BDO USA, LLP since 2014 and previously was a partner with the public accounting firm Argy, Wiltse, Robinson, P.C., from its organization in 1991 until to its acquisition by BDO USA, LLP in November 2012. He served as a board member of Cardinal Bank from 2012 until 2017 when it was acquired by United Bank, and was also a director of EagleBank from 2010 to 2011. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.

  3. Director Compensation

    Director Compensation The following table sets forth information regarding compensation paid to non-employee directors of the Company during the year ended December 31, 2025 for service as members of our Board of Directors and committees. Members of the Board of Directors who are employees do not receive additional cash compensation for service on the Board of Directors.

  4. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation | Total | | Marc N. Duber | $64,200 | $15,660 | $— | $79,860 | | L. Burwell Gunn | 69,000 | 15,660 | — | 84,660 | | Meena Krishnan | 70,000 | 15,660 | — | 85,660 | | Scott Laughlin | 59,700 | 15,660 | — | 75,360 | | Devin Satz | 58,600 | 15,660 | — | 74,260 | | Lawrence W. Schwartz | 72,600 | 15,660 | — | 88,260 | | Sidney G. Simmonds | 57,400 | 15,660 | — | 73,060 | | Daniel M. Testa | 59,000 | 15,660 | — | 74,660 | | Philip R. Wills, III | 60,800 | 15,660 | — | 76,460 | | Steven M. Wiltse | 63,000 | 15,660 | — | 78,660 |

  5. Director Compensation

    ______________________________________ (1) At December 31, 2025, the non-employee directors each had unvested awards of restricted stock units as follows: Mr. Duber 1,500 shares; Mr. Gunn — 2,438 shares; Ms. Krishnan — 2,125 shares; Mr. Laughlin — 2,438 shares; Mr. Satz — 2,438 shares; Mr. Schwartz — 2,438 shares; Mr. Simmonds — 2,125 shares; Mr. Testa — 2,125 shares; Mr. Wills — 2,125 shares; and Mr. Wiltse — 2,125 shares. At December 31, 2025, the non-employee directors had outstanding option awards, which were all vested, to purchase shares of common stock, as follows: Mr. Duber — 0 shares; Mr. Gunn — 21,483 shares; Ms. Krishnan — 0 shares; Mr. Laughlin — 0 shares; Mr. Satz — 0 shares; Mr. Schwartz — 21,483 shares; Mr. Simmonds — 21,483 shares; Mr. Testa — 21,483 shares; Mr. Wills — 21,483 shares; and Mr. Wiltse — 0 shares. (2) Represents the grant date fair value of time vested restricted stock units granted on March 20, 2025. The fair value of $10.44 per unit was determined in accordance with FASB ASC Topic 718, based on the closing price per share of the Company's common stock on March 20, 2025. During 2025, non-employee directors received cash compensation as follows: (i) an annual retainer of $45,000; (ii) a payment for attendance at each Board meeting of $1,000; (iii) payments for attendance at each Director Loan Committee, Audit Committee, Asset-Liability Management Committee, and Technology Committee of $600, $300 ($400 for Committee Chairperson), $200, and $200, respectively. For Compensation Committee members, they are paid an annual retainer of $1,000 ($2,000 for Committee Chairperson). The non-employee members of the Board of Directors each also received equity compensation during 2025 for their service as directors in the form of 1,500 restricted stock units on March 20, 2025. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the director continues to serve through the applicable vesting date. The assumptions used in the calculation of these amounts are included in Note 13 of the Company's consolidated audited financial statements for the year ended December 31, 2025 included in the Annual Report on Form 10-K, as amended, filed with the SEC on March 25, 2026.

  6. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our named executive officers for the periods indicated.

  7. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  8. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | | Bonus(1) | | Stock Awards(2) | | Option Awards | | All Other Compensation(3) | | Total | | | David W. Pijor, Chief Executive Officer | 2025 | | 877,500 | | 500,000 | | 208,800 | | — | | 165,946 | | 1,752,246 | | | 2024 | 810,000 | | 467,437 | | — | | — | | 214,224 | | 1,491,661 | | | Patricia A. Ferrick, President | 2025 | 526,500 | | 225,000 | | 156,600 | | — | | 127,643 | | 1,035,743 | | | | 2024 | 486,000 | | 168,277 | | — | | — | | 169,594 | | 823,871 | | | Michael G. Nassy, Senior Executive Vice President & Chief Credit Officer | 2025 | 366,332 | | 92,400 | | 107,800 | | — | | 31,931 | | 598,463 | | | | 2024 | 350,243 | | 70,391 | | 20,440 | | — | | 32,156 | | 473,230 | |

  9. SUMMARY COMPENSATION TABLE

    _____________________________________ (1) Consists of discretionary performance cash bonuses. (2) Represents the grant date fair value of awards of time vested restricted stock units granted in 2025. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date. The assumptions used in the calculation of these amounts are included in Note 13 of the Company's consolidated audited financial statements for the year ended December 31, 2025 included in the Annual Report on Form 10-K, as amended, filed with the SEC on March 25, 2026. (3) All other compensation consisted of the following items:

  10. SUMMARY COMPENSATION TABLE

    | Name | Year | Car Allowance | Personal Use of Company Owned Vehicle | | Insurance Premiums | 401(k) Matching Contributions | Supplemental Retirement Plan Vesting (4) | Total | | David W. Pijor | 2025 | $17,000 | | — | $11,550 | $12,075 | $125,321 | $165,946 | | | 2024 | 12,000 | — | | 11,550 | 12,075 | 178,599 | 214,224 | | Patricia A. Ferrick | 2025 | — | 2,725 | | 8,550 | 11,853 | 104,515 | 127,643 | | | 2024 | — | 2,148 | | 8,550 | 9,949 | 148,947 | 169,594 | | Michael G. Nassy | 2025 | — | — | | 11,550 | 12,250 | 8,131 | 31,931 | | | 2024 | — | — | | 11,550 | 12,075 | 8,531 | 32,156 |

  11. SUMMARY COMPENSATION TABLE

    (4) Amounts represent the increase in the present value of the vested accrued benefits from the prior year.

  12. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table sets forth, on an award by award basis, information concerning all awards of stock options, and unvested restricted stock and restricted stock units held by the named executive officers at December 31, 2025. All options were granted with an exercise price of 100% of market value as determined in accordance with the Amended and Restated 2008 Stock Plan. The number of shares subject to each award and the exercise price have been adjusted to reflect all stock dividends and stock splits effected after the date of such award, but have not otherwise been modified.

  13. Outstanding Equity Awards at Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(1) | | David W. Pijor | 97,656 | — | 9.22 | 5/19/2026 | 3,125(2) | $43,469 | | | | | | | 20,000(3) | 278,200 | | Patricia A. Ferrick | 37,108 | — | 9.22 | 5/19/2026 | 2,188(2) | 30,435 | | | | | | | 15,000(3) | 208,650 | | Michael G. Nassy | 11,718 | — | 9.22 | 5/19/2026 | 1,875(2) | 26,081 | | | | | | | 1,000(4) | 13,910 | | | | | | | 7,500(3) | 104,325 | | | | | | | 2,500(5) | 34,775 |

  14. Outstanding Equity Awards at Year End

    ____________________________________ (1) Based on the $13.91 closing price of the Company's common stock on December 31, 2025. (2) Represents award of restricted stock units granted June 23, 2022. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date. (3) Represents award of restricted stock units granted March 20, 2025. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date. (4) Represents award of restricted stock units granted May 31, 2023. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date. (5) Represents award of restricted stock units granted June 30, 2025. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date.

  15. Narrative Discussion of Compensation

    Narrative Discussion of Compensation We have compensated our named executive officers over the last several years through a combination of base salary, cash bonuses, equity-based instruments, including restricted stock units, participation in the Company’s supplemental retirement plan, and other benefits including perquisites. Each of our named executive officers has substantial responsibilities in connection with the day-to-day operations of our Company. The compensation of the named executive officers in the Summary Compensation Table is not necessarily indicative of how we will compensate our named executive officers in the future. We plan to continue to review, evaluate and modify our compensation framework to ensure that our executive officer compensation packages remain competitive, achieve our desired goals and remain consistent with our compensation philosophy. Base Salary. The base salary of our named executive officers is reviewed and determined annually by the Compensation Committee of the Board as part of our performance review process. In establishing the base salary for our named executive officers, our Board has relied on external market data obtained from outside sources. In addition to considering the information from such sources, the Board has considered the named executive officer’s: • scope of responsibility; • years of experience; • the types and amount of the elements of compensation to be paid; and • individual performance and contributions to our performance, including leadership and team work. Our financial performance and performance with respect to other aspects of our operations, such as our growth, asset quality, profitability and other matters, including the status of our relationship with the Company’s regulatory agencies are also important considerations in our named executive officers’ compensation. The current base salaries of the named executive officers are as follows: Mr. Pijor, $935,550; Mrs. Ferrick, $561,330; and Mr. Nassy, $380,637. In March 2026, the Compensation Committee approved increases to the base salaries of Mr. Pijor and Mrs. Ferrick based on the performance of the Company for 2025, and set them at the levels stated above. Mr. Nassy’s base salary was also increased in March 2026 based on satisfactory performance during 2025. The Compensation Committee determines the compensation of all of our executive officers. The Compensation Committee receives annual evaluations from Mr. Pijor and Mrs. Ferrick (other than for themselves) regarding the performance of our other executive officers. Cash Bonuses. Our named executive officers are eligible to receive an annual cash bonus. These bonuses are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the year. These bonuses are subject to the discretion of the Board of Directors each year as to whether and in what amounts they will be paid. Generally, payment of a bonus is contingent upon the performance of the named executive officer and the overall performance of the Company, including, generally, the satisfaction of minimum performance levels related to net income, asset growth and credit quality, below which no award will be made. 2008 Plan. The Company maintains the Amended and Restated 2008 Stock Plan (the “2008 Plan”), which was adopted by the Bank and assumed by the Company in connection with the formation of the holding company, to better enable the Company and the Bank to attract, retain, and motivate key officers and directors by providing them with a stake in the success of the Company as measured by the value of its shares. The purpose of the 2008 Plan is to advance the interests of the Company by providing directors and select key employees of the Company with the opportunity to acquire shares of common stock. By encouraging such stock ownership, the Company seeks to attract, retain and motivate the best available personnel for positions of substantial responsibility and to provide additional incentive to directors and key employees of the Company and any affiliate to promote the success of the business as measured by the value of its shares, and to increase the commonality of interests among directors, key employees and other shareholders. Under the 2008 Plan, incentive stock options, non-incentive stock options (“Non-ISOs”), shares of restricted stock and restricted stock units may be awarded to such officers and employees as the Compensation Committee may designate, and Non-ISOs, shares of restricted stock and restricted stock units may be awarded to directors. In making awards under the 2008 Plan, the Company historically has granted equity and equity-based awards after year end and upon the Compensation Committee’s review of the performance of the Company and the named executive officers for a completed year. Supplemental Retirement Plans. On June 7, 2022, the Company entered into supplemental executive retirement plan agreements with each of its executive officers, including Mr. Pijor, Mrs. Ferrick, and Mr. Nassy. The agreements generally provide that upon the later of separation of service with the Company or attainment of retirement age (age 77 for Mr. Pijor and age 67 for the other named executive officers), the officers will receive supplemental retirement benefits equal to $150,000 annually for Mr. Pijor, $125,000 annually for Mrs. Ferrick, and $65,000 annually for Mr. Nassy. The benefits are payable monthly over a 10-year period. Mr. Pijor’s benefit and Mrs. Ferrick’s benefit are fully vested. In the event of the voluntary resignation for “good reason” (as defined in each agreement) or involuntary termination without "cause" (as defined in each agreement) of Mr. Pijor or Mrs. Ferrick, in each case within 12 months after a “change in control” (as defined in each agreement) of the Company, the accrued benefit (calculated as if the officer remained continuously employed by the Company until normal retirement age) will be paid in a lump sum. Mr. Nassy’s benefit will vest annually on a pro-rata basis over a five-year period which will end in 2027, provided that he remains continuously employed with us. In the event of the voluntary resignation for good reason or involuntary termination without cause of Mr. Nassy, in each case within 12 months after a change in control of the Company, he will be paid the greater of (i) the accrued benefit as of the date of the change in control or $350,000 in lump sum. In the event of an officer’s voluntary resignation or involuntary termination without cause, in each case prior to normal retirement age, the amount payable under the agreement will generally be equal to the amount of the vested accrued benefit as of the date of termination of employment, which amount will be paid in a lump sum. In the event of an officer’s involuntary termination for cause, no benefits will be payable under the agreement. 401(k) Plan. Our 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time employees. The 401(k) Plan provides employees with the opportunity to save for retirement on a tax-favored basis. Our named executive officers, all of whom were eligible to participate in the 401(k) Plan during 2025 and 2024, may elect to participate in the 401(k) Plan on the same basis as all other employees. We have elected a safe harbor 401(k) Plan and as such make matching contributions of up to 100% of employee salary contribution deferrals up to 1% of pay and 50% of employee salary contributions that exceed 1% but do not exceed 6%, subject to a cap of $55,000 for any employee in 2025. An employee must contribute to receive the matching contribution.

  16. Narrative Discussion of Compensation

    Health and Welfare Benefits. Our named executive officers are eligible to participate in the same benefit plans designed for all of our eligible full-time and part-time employees, including health, dental, vision, disability and basic group life insurance coverage, on the same basis as other participants. The purpose of our employee benefit plans is to help us attract and retain quality employees, including executives, by offering benefit plans similar to those typically offered by our competitors. Perquisites. We provide our named executive officers with a limited number of perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. Please refer to the Summary Compensation Table for a description of the types of perquisites provided to our named executive officers. We do not maintain any defined benefit retirement plans, nonqualified deferred compensation programs or arrangements, or any non-equity incentive plans or compensation programs for the benefit of our named executive officers or in which they may participate.

  17. Pay versus Performance

    Pay versus Performance The following table provides information on total compensation and compensation “actually paid,” as determined based on SEC methodology, to the Company’s principal executive officer (“PEO”) and to the remaining NEOs ("Non-PEO NEOS") for the fiscal years ended December 31, 2025, 2024 and 2023, and the cumulative total shareholder return (“TSR”) on the Company’s common stock and net income over the same time period.

  18. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income ($ in thousands) | | 2025 | $1,752,246 | $1,644,729 | $817,103 | $792,470 | $119.38 | $22,057 | | 2024 | 1,491,661 | 1,449,335 | 648,550 | 613,070 | 89.94 | 15,064 | | 2023 | 1,075,110 | 656,622 | 596,865 | 447,183 | 100.80 | 3,822 |

  19. Pay versus Performance

    _____________________________________ (1) During 2025, 2024 and 2023, David W. Pijor was our PEO. (2) The following table sets forth the adjustments made during each year to arrive at compensation “actually paid” to our PEO during each of the years in question.

  20. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Year over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Compensation Actually Paid to PEO | | 2025 | $1,752,246 | $(4,188) | $(103,329) | $— | $1,644,729 | | 2024 | 1,491,661 | (18,926) | (23,400) | — | 1,449,335 | | 2023 | 1,075,110 | (21,301) | (397,187) | — | 656,622 |

  21. Pay versus Performance

    ______________________________________ (3) For 2025 and 2024, our Non-PEO NEOs consisted of Patricia A. Ferrick and Michael G. Nassy. For 2023, our Non-PEO NEOs consisted of Patricia A. Ferrick and William G. Byers. (4) The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation “actually paid” to our Non-PEO NEOs during each of the years in question.

  22. Pay versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Year over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Compensation Actually Paid to Non-PEO NEOs | | 2025 | $817,103 | $(3,392) | $(21,241) | $— | $792,470 | | 2024 | 648,550 | (12,540) | (22,940) | — | 613,070 | | 2023 | 596,865 | (13,626) | (136,056) | — | 447,183 |

  23. Pay versus Performance

    _______________________________________ (5) TSR is calculated assuming a fixed investment of $100 in the Company’s common stock based on the closing price on December 30, 2022, the last trading day prior to January 1, 2023, assuming reinvestment of dividends, through and including the end of each fiscal year. The amount for 2023 represents the one-year TSR, the amount for 2024 represents the two-year TSR and the amount for 2025 represents the three-year TSR.