

			Average	Average
	Summary		SCT	Compensation	Value of Initial Fixed $100
	Compensation	Compensation	Total for	Actually Paid to	Investment Based On:				Adjusted
	Table (SCT)	Actually Paid to	Non-PEO	to Non-PEO		Peer Group	Net Income	Revenue	EBITDA
Fiscal Year	Total for PEO¹	PEO ²	NEOs	NEOs ³	TSR	TSR	($ thousands)	($ thousands)	($ thousands)
2022 (Joyce)	$ 2,637,536	$ 2,220,880	$ 1,578,851	$ 801,784	$ 53.19	$ 118.41	$ 10,757	$ 353,386	$ 121,632
2022 (Contos)	$ 1,943,210	$ 80,775
2021	$ 4,439,971	$ 3,179,434	$ 1,452,315	$ 1,096,371	$ 83.76	$ 141.13	($ 24,620)	$ 329,701	$ 119,583
2020	$ 2,394,169	$ 2,359,574	$ 1,127,829	$ 1,235,646	$ 97.26	$ 111.29	$ 20,546	$ 266,001	$ 92,558

(1)

During the year 2022, Adam Contos (bottom row) stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Stephen Joyce (top row) served as Co-CEOs and Mr. Joyce became CEO, on an interim basis, upon Mr. Contos’s departure. For the years 2021 and 2020, Mr. Contos served as CEO for the full year.

(2)

The following table sets forth the adjustments made to the Summary Compensation Table (“SCT”) Total for Principal Executive Officer during each year presented to determine compensation actually paid (“CAP”) to PEO, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:



		Fiscal Year
	2022		2022		2021		2020
	Current CEO		Former CEO
SCT Total for PEO	$	2,637,536	$	1,943,210	$	4,439,971	$	2,394,169
Deduct amounts reported under “Stock Awards” Column of the SCT		-		(966,175)		(2,960,458)		(1,420,087)
Deduct amounts reported under “Option Awards” Column of the SCT		(1,537,536)		-		-		-
Add the fair value of awards granted and vested during the fiscal year		884,929		779,182		175,015		189,009
Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end		235,951		-		1,789,507		1,600,050
Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end ^a		-		-		(113,141)		(60,409)
Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year ^b		-		(96,975)		78,848		(55,022)
Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year ^c		-		(1,578,467)		(230,309)		(288,136)
Add dividends on unvested awards paid during the fiscal year		-		-		-		-
Add incremental fair value of awards modified during the fiscal year		-		-		-		-
Compensation Actually Paid	$	2,220,880	$	80,775	$	3,179,434	$	2,359,574

(a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

(b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

(c) The value in this row includes the aggregate fair value of awards forfeited by Mr. Contos when he left the Company on March 31, 2022.

(3) The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:



	Fiscal Year
	2022		2021		2020
Average SCT Total for non-PEO NEOs	$	1,578,851	$	1,452,315	$	1,127,829
Deduct amounts reported under “Stock Awards” Column of the SCT		(816,509)		(907,803)		(720,172)
Deduct amounts reported under “Option Awards” Column of the SCT		-		-		-
Add the fair value of awards granted and vested during the fiscal year		169,667		41,730		77,634
Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end		483,307		631,942		871,870
Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end ^a		(253,708)		(57,410)		(10,973)
Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year ^b		(129,178)		10,591		(22,986)
Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year		(230,647)		(74,995)		(87,555)
Add dividends on unvested awards paid during the fiscal year		-		-		-
Add incremental fair value of awards modified during the fiscal year		-		-		-
Compensation Actually Paid	$	801,784	$	1,096,371	$	1,235,646

(a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

(b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

Peer Group Issuers, Footnote [Text Block]

Peer Group is S&P SmallCap 600 Index; Value of Initial Fixed Investment assumes that the value of the investment in our common stock and in the peer group (including reinvestment of dividends) was $100 at market close on December 31, 2019 (the last trading day of 2019), and tracks such investment through market close on the last trading day of each applicable year

PEO Actually Paid Compensation Amount

3,179,434

2,359,574

Non-PEO NEO Average Total Compensation Amount

$ 1,578,851

1,452,315

1,127,829

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3) The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period:



	Fiscal Year
	2022		2021		2020
Average SCT Total for non-PEO NEOs	$	1,578,851	$	1,452,315	$	1,127,829
Deduct amounts reported under “Stock Awards” Column of the SCT		(816,509)		(907,803)		(720,172)
Deduct amounts reported under “Option Awards” Column of the SCT		-		-		-
Add the fair value of awards granted and vested during the fiscal year		169,667		41,730		77,634
Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end		483,307		631,942		871,870
Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end ^a		(253,708)		(57,410)		(10,973)
Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year ^b		(129,178)		10,591		(22,986)
Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year		(230,647)		(74,995)		(87,555)
Add dividends on unvested awards paid during the fiscal year		-		-		-
Add incremental fair value of awards modified during the fiscal year		-		-		-
Compensation Actually Paid	$	801,784	$	1,096,371	$	1,235,646

(a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

(b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting.

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income*

* Net income in 2021 was adversely impacted by a $40.9 million loss recorded on our contractual relationship with INTEGRA which was settled with the acquisition of INTEGRA. The loss represents the fair value of the difference between the historical contractual rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Consolidated Statements of Income (Loss). See Note 6, Acquisitions in the Annual Report on Form 10-K for the year ended December 31, 2021, for additional information about this acquisition.