As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” (or “CAP”) to our CEO as principal executive officer (or “PEO) and to our other NEOs and certain metrics of financial performance of the Company. The following table shows the total compensation for our NEOs for the past two fiscal years as set forth in the Summary Compensation Table, the CAP to our CEO as PEO, and, on an average basis, our other NEOs, and our total shareholder return (“TSR”). CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year as significant portions of this compensation depend on the achievement of performance criteria in subsequent fiscal periods.
| Year(1) | Summary compensation table total for PEO(2) | Compensation actually paid to PEO(3) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(3) | Value of initial fixed $100 investment based on: total shareholder return(4) | Net income |
|---|
| 2024 | $3,015,025 | $3,303,559 | $1,170,996 | $1,571,756 | $79 | $10,528,000 |
| 2023 | $3,062,037 | $2,952,955 | $1,106,324 | $1,171,216 | $50 | $14,778,000 |
| 2022 | $1,986,061 | ($1,545,275) | $943,084 | ($49,524) | $46 | $1,853,000 |
| (1) | Mr. Dittmer served as the Company’s Chief Executive Officer for the entirety of fiscal years 2022 to 2024. Our non-PEO NEOs for 2022 was Mr. Schmidt, for 2023 they were Mr. Schmidt and T. Newlin, VP Strategic Business Development and for 2024 they were Mr. Schmidt and Mr. Crimmins. |
| (2) | Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the applicable year. |
| (3) | To calculate CAP under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year and the reconciliations of such adjustments are set forth in the table below. |
| PEO · NEOs - Average |
|---|
| 2024 | 2023 | 2022 | 2024 | 2023 | 2023 |
|---|
| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | ($992,227) | ($1,392,227) | ($918,723) | ($340,475) | ($423,042) | ($371,450) |
|---|
| Deduction for Amounts Reported under the “Option Awards” Column in the Summary Compensation Table | $— | $— | $— | $— | $— | $— |
|---|
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | $— | $1,383,755 | $389,106 | $559,235 | $420,468 | $157,320 |
|---|
| Increase for Fair Value of Awards Granted during year that Vest during year | $814,890 | $— | $— | $— | $— | $— |
|---|
| Increase/deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | $370,020 | $72,517 | ($2,539,048) | $184,938 | $19,840 | ($670,670) |
|---|
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $557,491 | ($16,394) | ($484,854) | $104,909 | $67,793 | ($107,808) |
|---|
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | ($509,726) | ($198,247) | $— | ($118,261) | ($26,314) | $— |
|---|
| Increase based upon Incremental Fair Value of Awards Modified during year | $— | $— | $— | $— | $— | $— |
|---|
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | $48,084 | $41,514 | $22,183 | $10,413 | $6,147 | $— |
|---|
| +Total Adjustments | $288,533 | ($109,082) | ($3,531,336) | $400,760 | $64,892 | ($992,608) |
|---|
| (4) | Cumulative total shareholder return (“TSR”) is calculated based on a hypothetical $100 investment beginning July 1, 2021 and reinvestment of all dividends. The TSR is reported on a cumulative basis over fiscal years 2022 to 2024. Specifically, TSR for fiscal year 2022 in the table will represent TSR over fiscal year 2022. TSR for fiscal year 2023 will represent the cumulative TSR over fiscal years 2022 and 2023. TSR for fiscal year 2024 will represent the cumulative TSR over fiscal years 2022, 2023 and 2024. |
