PAY VERSUS PERFORMANCE

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 executive

compensation and certain financial performance of our Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the compensation committee view the link between the Company’s performance and its NEOs pay.

The table below presents information on the compensation of our chief executive officer and our chief financial officer in comparison to certain performance metrics for 2024, 2023, and 2022. The metrics are not those that the compensation committee uses when setting executive compensation. The use of the term “compensation actually paid” (CAP) is required by the SEC’s rules. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table Total values for the applicable year as described in the footnotes to the table.


Year	Summary Compensation Table Total for PEO		Compensation Actually Paid to PEO (1)		Average Summary Compensation Table Total for Non-PEO NEO		Average Compensation Actually Paid to Non-PEO NEO (1)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return		Net Income/(Loss) (in thousands)
2024	$	2,400,998	$	1,119,651	$	1,128,218	$	612,684	$	70.52	$	(85,148	)
2023	$	1,838,662	$	1,568,948	$	724,196	$	549,862	$	124.90	$	(54,810	)
2022	$	1,595,364	$	2,556,506	$	1,050,808	$	1,350,389	$	142.83	$	(36,838	)

(1)

Amounts represent compensation actually paid to our PEO and the compensation actually paid to our chief financial officer for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO	Non-PEO NEO
2024	John H. Tucker	Rachael Nokes
2023	John H. Tucker	Rachael Nokes
2022	John H. Tucker	Rachael Nokes

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:


	2022						2023						2024
Adjustments	PEO			Non-PEO NEO			PEO			Non-PEO NEO			PEO			Non-PEO NEO
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(683,162	)	$	(554,354	)	$	(857,102	)	$	(150,392	)	$	(1,346,868	)	$	(496,064	)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End		1,376,604			762,305			903,192			158,512			739,342			272,393
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date		-			-			-			-			-			-
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		382,487			96,356			(237,634	)		(133,278	)		(483,453	)		(207,579	)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		(10,150	)		(4,726	)		(78,170	)		(49,176	)		(190,368	)		(84,284	)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		(104,637	)		-			-			-			-			-
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date		-			-			-			-			-			-
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY		-			-			-			-			-			-
TOTAL ADJUSTMENTS	$	961,142		$	299,581		$	(269,714	)	$	(174,334	)	$	(1,281,347	)	$	(515,534	)

PEO Actually Paid Compensation Amount

$ 1,119,651

1,568,948

2,556,506

Non-PEO NEO Average Total Compensation Amount

$ 1,128,218

724,196

1,050,808

Compensation Actually Paid vs. Total Shareholder Return

TSR amounts reported in the graph assume an initial fixed investment of $100. As shown in the graph below, CAP to the PEO was approximately $1.1 million, $1.6 million, and $2.6 million in 2024, 2023, and 2022, respectively. CAP to non-PEO NEO was approximately $0.6 million, $0.5 million, and $1.4 million in 2024, 2023, and 2022, respectively. TSR was $71, $125, and $143 in 2024, 2023, and 2022, respectively. The Company does not use TSR to determine compensation levels or incentive plan payouts, therefore the PEO and non-PEO NEOs CAP does not fluctuate with changes to TSR.