The following table sets forth the compensation information of our Principal Executive Officer (PEO) and the average compensation for our other named executive officers (non-PEO NEOs), along with the total shareholder return and net income for each of fiscal year 2024, 2023, 2022, 2021 and 2020. For further information regarding our executive compensation programs, please refer to the section entitled “Compensation Discussion and Analysis.”
| Year · Summary Compensation Table Total for PEO(1) · Compensation Actually Paid to PEO(2) · Average Summary Compensation Table Total for non-PEO NEOs(1) · Average Compensation Actually Paid to non-PEO NEOs(3) · Value of Initial Fixed $100 Investment Based On: · Net Income · Company-Selected Measure(5) |
|---|
| Total Shareholder Return(4) · Peer Group Total Shareholder Return(4) |
|---|
| 2024 | $6,232,547 | $9,196,190 | $571,616 | $738,240 | $141 | $151 | $102,000,000 | — |
| 2023 | $7,064,526 | $7,108,443 | $1,145,422 | $791,989 | $84 | $152 | $75,000,000 | — |
| 2022 | $2,703,120 | $1,862,776 | $478,669 | $464,672 | $66 | $126 | $26,000,000 | — |
| 2021 | $6,042,091 | $4,167,196 | $459,305 | $343,204 | $101 | $162 | $24,000,000 | — |
| 2020 | $11,962,882 | $35,160,284 | $675,223 | $939,203 | $175 | $128 | ($541,000,000) | — |
| (1) | Our PEO for 2020 through 2024 was James V. Continenza. The individuals comprising our non-PEO NEOs for each year were as follows: |
| 2020 | 2021 | 2022 | 2023 | 2024 |
| David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle |
| Roger W. Byrd | John O’Grady | Terry R. Taber | Terry R. Taber | Terry R. Taber |
| Randy D. Vandagriff | Roger W. Byrd | Roger W. Byrd |
| Roger W. Byrd | Richard T. Michaels | Richard T. Michaels |
| John O’Grady | |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2024, 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal years. |
| Compensation Element |
|---|
| Summary Compensation Table (SCT) Reported Total Compensation | $6,232,547 |
| Aggregate SCT Reported Equity Compensation (-) | ($3,904,340) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $3,548,201 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $1,849,432 |
| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $974,191 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | $537,722 |
| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 |
| Compensation Element |
|---|
| Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($81,691) |
| Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $40,128 |
| Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $0 |
| Compensation Actually Paid Determination | $9,196,190 |
| (3) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2024, 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable fiscal years. |
| Compensation Element |
|---|
| Summary Compensation Table (SCT) Reported Total Compensation | $571,616 |
| Aggregate SCT Reported Equity Compensation (-) | ($13,680) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $0 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $182,226 |
| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $13,680 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | $15,975 |
| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 |
| Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($69,386) |
| Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $37,808 |
| Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $0 |
| Compensation Actually Paid Determination | $738,240 |
| (4) | Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2019. Peer Group TSR reflects the TSR of the S&P Small Cap 600 IT (total return). |
| (5) | As all compensation issued by us during the five most recently completed fiscal years has been pursuant to contractual obligations, there have been no financial performance measures used by us to link compensation for the most recently completed fiscal year to the Company’s performance. Therefore, we are not able to use a Company-selected measure. See “Financial Performance Measures” below. |
Financial Performance Measures
Our Compensation, Nominating and Governance Committee (the Committee) reviews a variety of Company-wide and individual factors, as well as peer practices, when considering compensation actions with respect to our executive officers. Over the past five most recently completed fiscal years, in recognition of market conditions, no payments were made under our annual variable incentive program which has been historically used to link executive officer compensation with the Company’s financial performance. Furthermore, any equity award issuances over the five most recently completed fiscal years have been made in the form of RSUs or stock options with vesting dependent upon continued employment and the compensation value ultimately realized by our executive officers remains subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization). As all compensation issued by us during the four most recently completed fiscal years has been pursuant to contractual obligations, there were no financial performance measures used by us to link compensation for the most recently completed fiscal year to the Company’s performance.
Compensation Actually Paid versus TSR
Compensation Actually Paid versus Net Income
