| Pay vs Performance Disclosure, Table |
Pay Versus Performance
As discussed in the “Executive Compensation”
disclosures above, the Board and the Compensation Committee have implemented an executive compensation program designed to link a substantial
portion of each executive’s realized compensation to the achievement of the Company’s performance objectives as well as to
align realized compensation with changes in the value of stockholders’ investments. 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 regarding
the compensation of our NEOs and the Company’s performance.
| Year |
|
Summary Compensation Table Total For CEO (1)
($) |
|
Compensation Actually Paid To CEO (2)
($) |
|
Average Summary Compensation Table Total For Non-CEO NEOs (3)
($) |
|
Average Compensation Actually Paid to Non-CEO NEOs (4)
($) |
|
Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5)
($) |
|
Net Income (6)
($ In Thousands) |
| |
2024 |
|
|
|
3,916,782 |
|
|
|
3,046,325 |
|
|
|
2,532,338 |
|
|
|
1,986,615 |
|
|
|
79.94 |
|
|
|
18,534 |
|
| |
2023 |
|
|
|
2,512,652 |
|
|
|
3,621,182 |
|
|
|
1,907,638 |
|
|
|
2,527,876 |
|
|
|
123.73 |
|
|
|
32,650 |
|
| |
2022 |
|
|
|
6,459,924 |
|
|
|
1,584,072 |
|
|
|
3,949,907 |
|
|
|
1,417,792 |
|
|
|
49.06 |
|
|
|
75,665 |
|
_____________
|
(1) |
Represents the amounts reported for Mr. Ho, our Chief Executive Officer (“CEO”), in the “Total”
column of the Summary Compensation Table in each applicable year. |
|
(2) |
Represents the amount of “compensation actually paid” to Mr. Ho, as computed in accordance
with SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Ho during the applicable year. In accordance
with SEC rules, the following adjustments were made to the total compensation for Mr. Ho set forth in the Summary Compensation Table for
each year to calculate the compensation actually paid. Equity values used in calculating the adjustments values are calculated in accordance
with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at
the time of grant. There were inadvertent computational errors in the equity award adjustments included in our 2023 proxy statement. As
such, we have corrected such adjustments as shown below for 2022. |
| Adjustments |
|
2024
($) |
|
2023
($) |
|
2022
($) |
| Summary Compensation Table Total |
|
|
3,916,782 |
|
|
|
2,512,652 |
|
|
|
6,459,924 |
|
Less, value of “Stock Awards” reported in Summary
Compensation Table |
|
|
(2,026,500 |
) |
|
|
— |
|
|
|
(4,210,000 |
) |
Plus, year-end fair value of outstanding and unvested
equity awards granted in the year |
|
|
1,536,860 |
|
|
|
— |
|
|
|
— |
|
Plus, fair value as of the vesting date of equity awards
granted and vested in the year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted in prior years |
|
|
(289,016 |
) |
|
|
1,160,111 |
|
|
|
(581,672 |
) |
Plus (less), change in fair value from prior year-end
to vesting date of equity awards granted in prior
years that vested in the year |
|
|
(91,801 |
) |
|
|
(51,581 |
) |
|
|
(84,180 |
) |
| Compensation Actually Paid |
|
|
3,046,325 |
|
|
|
3,621,182 |
|
|
|
1,584,072 |
|
|
(3) |
Represents the average of the amounts reported for the NEOs as a group, excluding Mr. Ho as CEO, in the
“Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these
purposes in each applicable year are as follows: for 2024, 2023, and 2022, Messrs. Forsum and Porter. |
|
(4) |
Represents the average amount of “compensation actually paid” to the NEOs as a group, excluding
Mr. Ho, as computed in accordance with SEC rules and does not reflect the actual amount of compensation earned by or paid during the applicable
year. In accordance with SEC rules, the following adjustments were made to the average total compensation set forth in the Summary Compensation
Table for each year to calculate the compensation actually paid. Equity values used in calculating the adjustments values are calculated
in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those
disclosed at the time of grant. There were inadvertent computational errors in the equity award adjustments included in our 2023 proxy
statement. As such, we have corrected such adjustments as shown below for 2022. |
| Adjustments |
|
2024
($) |
|
2023
($) |
|
2022($) |
| Summary Compensation Table Total |
|
|
2,532,338 |
|
|
|
1,907,638 |
|
|
|
3,949,907 |
|
Less, value of “Stock Awards” reported in Summary
Compensation Table |
|
|
(1,182,882 |
) |
|
|
(149,791 |
) |
|
|
(2,252,548 |
) |
Plus, year-end fair value of outstanding and unvested
equity awards granted in the year |
|
|
870,521 |
|
|
|
179,943 |
|
|
|
36,520 |
|
Plus, fair value as of the vesting date of equity awards
granted and vested in the year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted in prior years |
|
|
(190,978 |
) |
|
|
608,675 |
|
|
|
(279,614 |
) |
Plus (less), change in fair value from prior year-end
to vesting date of equity awards granted in prior
years that vested in the year |
|
|
(42,384 |
) |
|
|
(18,589 |
) |
|
|
(36,472 |
) |
| Compensation Actually Paid |
|
|
1,986,615 |
|
|
|
2,527,876 |
|
|
|
1,417,792 |
|
|
(5) |
Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of
dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the
end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning
of the measurement period for each year in the table is December 31, 2020. |
|
(6) |
Represents the amount of net income reflected in the Company’s audited financial statements for
the applicable year. |
Analysis of the Information Presented in the Pay
Versus Performance Table
As described in more detail in “Executive Compensation”
above, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes
several performance measures to align executive compensation with Company performance, all of those performance measures are not presented
in the Pay Versus Performance table above. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does
not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with
SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships
between information presented in the Pay Versus Performance table above.
|
|
|