DEF 14A of Traeger, Inc.
Filed Apr 7, 2025 · FY20240001857853-25-000023
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, three (3) Class I directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2028 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal.
ELECTION OF DIRECTORS
| We currently have ten (10) directors on our Board. Our current Class I directors are Jeremy Andrus, Wendy A. Beck, and Daniel James. The Board has nominated each of the foregoing director candidates to serve as a Class I director until the 2028 Annual Meeting. |
ELECTION OF DIRECTORS
In accordance with our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and our Amended and Restated Bylaws (“Bylaws”), our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The current class structure is as follows: Class I, whose current term will expire at the Annual Meeting, and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I directors are Jeremy Andrus, Wendy A. Beck, and Daniel James; the current Class II directors are Martin Eltrich, James Manges, Steven Richman, and Harjit Shoan; and the current Class III directors are Raul Alvarez, James Ho, and Elizabeth C. Lempres. Our Certificate of Incorporation and our Bylaws provide that, subject to the rights of holders of any series of preferred stock, the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Directors may be removed at any time with or without cause upon the affirmative vote of the holders of capital stock representing a majority of the voting power of our outstanding shares of capital stock entitled to vote thereon. However, from and after the time when AEA Investors Fund VI LP, AEA TGP Holdco LP, and any respective affiliates (collectively, the “AEA Fund”), 2594868 Ontario Limited and any affiliates (“OTPP”), and TCP Traeger Holdings SPV LLC and any affiliates (collectively, “TCP” and, together with the AEA Fund and OTPP, the “Investors”), first cease to beneficially own, in the aggregate, a majority of the voting power of our outstanding shares of capital stock entitled to vote generally in the election of directors (the “Sunset Date”), directors may only be removed for cause and only upon the affirmative vote of a majority of the holders of capital stock representing the voting power of our outstanding shares of capital stock entitled to vote thereon. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that any of Mr. Andrus, Ms. Beck, or Mr. James becomes unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected.
ELECTION OF DIRECTORS
| TRAEGER, INC. | 12 | 2025 Proxy Statement |
ELECTION OF DIRECTORS
| | Proposal 1 |
DIRECTOR BIOGRAPHIES
DIRECTOR BIOGRAPHIES The following is a brief biographical summary of the experience of our directors and director nominees: Nominees for Class I Directors (if elected, subsequent terms to expire at the 2028 Annual Meeting)
DIRECTOR BIOGRAPHIES
| AGE: 53 DIRECTOR SINCE: 2014 | JEREMY ANDRUS CHIEF EXECUTIVE OFFICER | | | Jeremy Andrus has served as our Chief Executive Officer and a member of our Board since January 2014 and as the Chairman of our Board since July 2021. Prior to joining us, Mr. Andrus served as the President and Chief Executive Officer of Skullcandy, Inc. Mr. Andrus received a B.S. in International Relations from Brigham Young University and an M.B.A. from Harvard Business School. We believe Mr. Andrus is qualified to serve on our Board because of his perspective and experience as our Chief Executive Officer and his extensive experience in corporate strategy, brand leadership, general management processes, and operational leadership. |
DIRECTOR BIOGRAPHIES
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DIRECTOR BIOGRAPHIES
| | Proposal 1 |
DIRECTOR BIOGRAPHIES
| AGE: 60 DIRECTOR SINCE: 2021 | WENDY A. BECK FORMER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FOR NORWEGIAN CRUISE LINE HOLDINGS, INC. | | | Wendy A. Beck has served as a member of our Board since July 2021. Ms. Beck most recently served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings, Inc., from 2010 until 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 to 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 through 2008 and as their Vice President and Chief Accounting Officer from 2001 through 2004, and as Vice President, Chief Financial Officer and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 through 2001 and previously served in other financial positions since 1993. Ms. Beck joined the board of directors of Academy Sports and Outdoors, Inc. in December 2020 and serves on the audit committee and as chair of the nominating and corporate governance committee. She also previously served on the board of directors and the audit committee of Hawaiian Holdings Inc. from July 2022 to September 2024, on the board of directors and compensation committee of Bloomin’ Brands, Inc. from February 2018 until April 2022, on the board of directors and chaired the audit committee of At Home Group Inc. from September 2014 to July 2021, and on the board of directors and audit committee of SpartanNash Company from September 2010 to December 2013. Ms. Beck received her B.S. in Accounting from the University of South Florida and has been a Certified Public Accountant since 1992. We believe Ms. Beck is qualified to serve on our Board because of her executive leadership and her extensive financial and public company executive and board experience. |
DIRECTOR BIOGRAPHIES
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DIRECTOR BIOGRAPHIES
| Proposal 1 | |
DIRECTOR BIOGRAPHIES
| AGE: 60 DIRECTOR SINCE: 2014 | DANIEL JAMES MANAGING PARTNER AND CEO OF TRILANTIC NORTH AMERICA | | | Daniel James has served as a member of our Board since 2014. Mr. James is a Managing Partner and CEO of Trilantic North America, which he co-founded in 2009. Currently, Mr. James serves on the board of directors of several private companies, including Ortholite and Sunrise Strategic Partners. Mr. James received a B.A. in Chemistry from the College of the Holy Cross. We believe Mr. James is qualified to serve on our Board because of his knowledge of our business and his extensive experience in corporate finance and investing. |
DIRECTOR BIOGRAPHIES
| The Board recommends a vote “FOR” the election of Mr. Andrus, Ms. Beck, and Mr. James as Class I directors. |
DIRECTOR BIOGRAPHIES
| TRAEGER, INC. | 16 | 2025 Proxy Statement |
DIRECTOR BIOGRAPHIES
| | Proposal 1 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS Class II Directors (terms to expire at the 2026 Annual Meeting)
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 52 DIRECTOR SINCE: 2017 | MARTIN ELTRICH PARTNER AT AEA INVESTORS | | | Martin Eltrich has served as a member of our Board since September 2017. Mr. Eltrich is a Partner with AEA Investors, which he joined in June 2001, and leads its consumer/retail investment practice. Mr. Eltrich served on the board of directors of At Home Group Inc. from October 2011 to October 2020. He currently serves on the board of directors of several private companies, including Jack’s Family Restaurants, Chemical Guys, AmeriVet, and ThreeSixty. Mr. Eltrich received a B.S. in Economics from the University of Pennsylvania. We believe Mr. Eltrich is qualified to serve on our Board because of his extensive knowledge and understanding of our business, corporate finance, strategic planning, and investments. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 48 DIRECTOR SINCE: 2013 | JAMES MANGES SENIOR ADVISOR AT TRILANTIC NORTH AMERICA | | | James Manges has served as a member of our Board since 2013. Mr. Manges is a Senior Advisor at Trilantic North America, which he joined in 2009. Prior to his current role, he served as Co-President and Partner. Currently, Mr. Manges serves on the board of directors of several private companies, including Gorilla Commerce, Ortholite, Orva, Rarebreed Veterinary Partners, Taymax, and Sunrise Strategic Partners. Mr. Manges received a B.A. from Yale University and an M.B.A. from Columbia Business School. We believe Mr. Manges is qualified to serve on our Board because of his extensive knowledge of consumer businesses and his experience in corporate finance and investing. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
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CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| Proposal 1 | |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 65 DIRECTOR SINCE: 2022 | STEVEN RICHMAN CEO OF TECHTRONIC INDUSTRIES | | | Steven Richman has served as a member of our Board since October 2022. Mr. Richman has served as Chief Executive Officer of Techtronic Industries (TTI), a global manufacturer of power tools and equipment, since May 2024 and previously served as Group President of The Milwaukee Electric Tool Corporation, a manufacturer of power tools and subsidiary of TTI, from 2007 to May 2024. Previously, Mr. Richman served as Chief Executive Officer of Werner Co. from 2005 to 2007, and as President of SKIL and Bosch Power Tools Corporation from 1998 to 2004. Mr. Richman received a B.A. from the University of California, Los Angeles. We believe Mr. Richman is qualified to serve on our Board due to his experience as a chief executive officer and other leadership positions in the consumer products and manufacturing industry. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 50 DIRECTOR SINCE: 2017 | HARJIT SHOAN MANAGING DIRECTOR AT OTPP | | | Harjit Shoan has served as a member of our Board since September 2017. Mr. Shoan is a Senior Managing Director at OTPP, which he joined in June 2014. Currently, Mr. Shoan serves on the board of directors of several private companies, including Arterra Wines Canada. Mr. Shoan received a B.B.A. from Wilfrid Laurier University and an M.B.A. from the University of Oxford. Mr. Shoan is a CFA charterholder. We believe Mr. Shoan is qualified to serve on our Board because of his extensive experience in investing and corporate finance and his knowledge of consumer retail businesses. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| TRAEGER, INC. | 18 | 2025 Proxy Statement |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| | Proposal 1 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
Class III Directors (terms to expire at the 2027 Annual Meeting)
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 69 DIRECTOR SINCE: 2018 | RAUL ALVAREZ OPERATING PARTNER OF ADVENT INTERNATIONAL CORPORATION | | | Raul Alvarez has served as a member of our Board since May 2018 and as our lead independent director since July 2021. Mr. Alvarez is an Operating Partner of Advent International Corporation, a global private equity firm, a position he has held since July 2017. Mr. Alvarez has served on the board of directors of Eli Lilly and Company since 2009 and of Lowe’s Companies, Inc. since 2010, and he has served as the Chairman of First Watch Restaurant Group, Inc. since August 2017. Mr. Alvarez also serves on the board of directors of several private companies. Mr. Alvarez previously served on the board of directors of Dunkin’ Brands Group, Inc., McDonald’s Corporation, KeyCorp, Skylark Co., Ltd, and Realogy Holdings Corp. Mr. Alvarez received a B.B.A. in Accounting from the University of Miami. We believe Mr. Alvarez is qualified to serve on our Board because of his extensive leadership experience, strong business acumen and public company board experience. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 47 DIRECTOR SINCE: 2017 | JAMES HO PARTNER AT AEA INVESTORS | | | James Ho has served as a member of our Board since September 2017. Mr. Ho is a Partner at AEA Investors, which he joined in August 2001, and focuses on AEA’s investments in the consumer and services sectors. Currently, Mr. Ho serves on the board of directors of several private companies, including Chemical Guys, ThreeSixty, and TileBar. Mr. Ho received a B.A. in Economics and an MMSS from Northwestern University. We believe Mr. Ho is qualified to serve on our Board because of his extensive knowledge and understanding of our business, consumer businesses, corporate strategy, corporate finance, and governance. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| TRAEGER, INC. | 19 | 2025 Proxy Statement |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| Proposal 1 | |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| AGE: 64 DIRECTOR SINCE: 2021 | ELIZABETH C. LEMPRES FORMER SENIOR PARTNER AT MCKINSEY & COMPANY | | | Elizabeth C. Lempres has served as a member of our Board since July 2021. Most recently, Ms. Lempres served as Senior Partner at McKinsey & Company, a management consulting firm, until her retirement in August 2017. Ms. Lempres has served on the board of directors of General Mills, Inc. since June 2019, Great-West Lifeco. Inc. since May 2018 until April 2022 and Axalta Coating Systems Ltd. from April 2017 until September 2022. Ms. Lempres also serves on the board of directors of several private companies. Ms. Lempres received an A.B. from Dartmouth College, a B.S. from Dartmouth College Thayer School of Engineering, and an M.B.A. from Harvard Business School. We believe Ms. Lempres is qualified to serve on our Board because of her extensive leadership experience, strong business acumen and public company board experience. |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| TRAEGER, INC. | 20 | 2025 Proxy Statement |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS
| | Proposal 1 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE The following table sets forth the compensation awarded to and earned by our non-employee directors who served on our Board during the year ended December 31, 2024. Mr. Andrus is also a member of our Board but did not receive any additional compensation for his service as a director. See the section entitled “—Summary Compensation Table” below for information regarding the compensation paid to Mr. Andrus in 2024.
2024 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Raul Alvarez | — | 357,498(2) | 357,498 | | Wendy Beck | 75,000 | 192,498 | 267,498 | | Martin Eltrich | — | — | — | | James Ho | — | — | — | | Daniel James | — | — | — | | Elizabeth Lempres | 85,000 | 192,498 | 277,498 | | James Manges | — | — | — | | Wayne Marino | 76,000 | 211,498(2) | 287,498 | | Harjit Shoan | — | — | — | | Steven Richman | — | 267,498(2) | 267,498 |
2024 DIRECTOR COMPENSATION TABLE
1.Amounts reflect the full grant date fair value of time-based restricted stock unit (“RSU”) awards granted during 2024, computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the RSU awards in Note 15 to the financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 7, 2025. 2.Includes the full grant date fair value of fully-vested RSUs in which all or a portion of the named individual’s annual cash retainer (including any cash retainers for service on a committee) that was paid pursuant to the named individual’s election under the Deferred Compensation Plan. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Common Stock on the applicable date the cash fees would have otherwise been paid.
2024 DIRECTOR COMPENSATION TABLE
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2024 DIRECTOR COMPENSATION TABLE
| | Director Compensation |
2024 DIRECTOR COMPENSATION TABLE
The following table shows the aggregate numbers of outstanding RSU awards held as of December 31, 2024 by each non-employee director.
2024 DIRECTOR COMPENSATION TABLE
| Name | RSU Awards Outstanding at 2024 Fiscal Year End (#) (A) | | Raul Alvarez | 339,881 | | Wendy Beck | 76,086 | | Martin Eltrich | — | | James Ho | — | | Daniel James | — | | Elizabeth Lempres | 185,461 | | James Manges | — | | Wayne Marino | 203,905 | | Harjit Shoan | — | | Steven Richman | 229,772 |
2024 DIRECTOR COMPENSATION TABLE
A.Amounts include RSUs which have vested, but have not yet been settled in shares of our Common Stock, pursuant to the named individual's election to defer settlement thereof under the Deferred Compensation Plan, as set forth in the following table:
2024 DIRECTOR COMPENSATION TABLE
| Name | Vested and Unsettled RSU Awards Outstanding at 2024 Fiscal Year End (#) | | Raul Alvarez | 263,795 | | Wayne Marino | 127,819 | | Elizabeth Lempres | 109,375 | | Steven Richman | 153,686 |
2024 DIRECTOR COMPENSATION TABLE
Director Compensation Program In connection with our IPO, our Board adopted and our stockholders approved the Director Compensation Program. The Director Compensation Program provides for annual retainer fees and long-term equity awards for certain of our non- employee directors (each, an “Eligible Director”). Eligible Directors generally are directors who are not affiliated with AEA Fund, OTPP, or TCP (or any of their affiliates). The material terms of the Director Compensation Program are summarized below. The Director Compensation Program consists of the following components:
Cash Compensation
| Director Compensation | |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our named executive officers for 2023 and 2024.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Jeremy Andrus(2) Chief Executive Officer | 2024 | — | — | 4,482,985 | — | 13,800(3) | 4,496,785 | | | 2023 | — | — | 2,262,247 | — | 13,200 | 2,275,447 | | Dominic Blosil Chief Financial Officer | 2024 | 450,000 | 113,000 | 949,072 | — | 15,000(4) | 1,527,072 | | | 2023 | 450,000 | — | 1,318,131 | — | 14,400 | 1,782,531 | | Jim Hardy(5) President of Apption Labs Limited (d/b/a/ MEATER) | 2024 | 410,437 | 200,000 | 741,801 | — | 59,587(6) | 1,411,825 | | | 2023 | 424,219 | — | 1,192,596 | — | 25,667 | 1,642,482 |
SUMMARY COMPENSATION TABLE
1.With respect to 2024, (i) the amount shown for Mr. Andrus reflects the grant-date fair value of performance-based restricted shares granted during the year ended December 31, 2024, and (ii) amounts shown for Messrs. Blosil and Hardy reflect the grant-date fair value of RSU and PSU awards granted during the year ended December 31, 2024, in each case, computed in accordance with ASC Topic 718, Compensation-Stock Compensation. See Note 15 to the financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 7, 2025, for a discussion of the relevant assumptions used in calculating these amounts. The values of the performance-based awards to Messrs. Andrus, Blosil, and Hardy, assuming maximum performance goal achievement, are $4,482,985, $512,084, and $304,813, respectively, calculated by multiplying the number of shares earned upon maximum performance goal achievement by the per share closing price of our Common Stock on the applicable grant date. 2.In connection with our IPO in August 2021, Mr. Andrus agreed to accept a base salary of $0 per year for 2023 and 2024. For more information regarding the change to Mr. Andrus’s base salary, see “Executive Compensation Arrangements-Jeremy Andrus Side Letter” below. 3.Amount includes matching contributions under our 401(k) plan. 4.Amount includes matching contributions under our 401(k) plan ($13,800) and cell phone reimbursements ($1,200). 5.The salary amounts for Mr. Hardy originally denoted in local currency (GBP) have been converted to USD using the average exchange rate for the year ended December 31, 2024 of 1 USD to 0.783 GBP. 6.Amount includes matching contributions under our 401(k) plan ($8,500), a relocation allowance ($23,040), tax equalization payments ($27,547), and tax return preparation fees ($500). For more information regarding these amounts, see “Executive Compensation Arrangements—Jim Hardy Letter Agreement” below.
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| | Executive Compensation |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for our named executive officers as of December 31, 2024. Certain of Mr. Andrus’s equity awards that vested pursuant to his 2022 Letter Agreement are no longer outstanding and so are not included in the table below; however, as described in the section entitled “—Andrus 2022 Letter Agreement” above, they remain subject to clawback rights intended to maintain the retention incentives of these awards by mirroring the original vesting schedule.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Stock Awards | | | Name | Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(1) | | Jeremy Andrus | 2/6/2024 | 2,075,456(2) | 4,960,340 | | Dominic Blosil | 4/5/2024 | 220,726(3) | 527,535 | | | 9/12/2024 | 128,150(4) | 306,279 | | | 8/31/2023 | 196,590(5) | 469,850 | | | 8/31/2022 | 122,500(5) | 292,775 | | Jim Hardy | 4/5/2024 | 131,385(3) | 314,010 | | | 9/12/2024 | 128,150(4) | 306,279 | | | 8/31/2023 | 177,867(5) | 425,102 | | | 8/31/2022 | 110,834(5) | 264,893 | | | 8/31/2022 | 41,667(5) | 99,584 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
1.Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our Common Stock on December 31, 2024, which was $2.39. 2.Amount represents earned 2024 Performance Shares that vested on March 31, 2025, subject to Mr. Andrus’s continued service as our Chief Executive Officer or Executive Chairman of our Board. 3.Amount represents earned 2024 PSUs that vested on March 31, 2025, subject to the executive’s continued employment through such vesting date. 4.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second, and third anniversaries of September 3, 2024, subject to the executive’s continued employment through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2024. 5.This RSU award vests as to one-third (1/3) of the underlying RSUs on each of the first, second, and third anniversaries of the grant date, subject to the executive’s continued employment through each applicable vesting date. The amounts shown represent the number of shares subject to the RSU awards that remain eligible to vest as of December 31, 2024.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Executive Compensation |
AWARD TREATMENT UPON TERMINATION OR CHANGE IN CONTROL
AWARD TREATMENT UPON TERMINATION OR CHANGE IN CONTROL Our named executive officers hold RSUs, Mr. Andrus holds performance-based restricted shares, and Messrs. Blosil and Hardy hold PSUs under our 2021 Plan. Each of these awards is subject to certain accelerated vesting provisions in connection with a qualifying termination of employment, as described below.