
	Summary	Summary	Compensation	Compensation	Average Summary		Value of Initial
	Compensation	Compensation	Actually	Actually	Compensation Table Total	Average Compensation	Fixed $100 Investment
	Table Total for	Table Total for	Paid to	Paid to	Table Total for	Actually Paid	Based On: Total	Net Income
Year⁽¹⁾	Lowe ($) ⁽²⁾	Scheirman ($) ⁽²⁾	Lowe ($)⁽³⁾	Scheirman ($)⁽³⁾	Non-PEO NEOs ($)⁽²⁾	for Non-PEO NEOs ($)⁽³⁾	Shareholder Return ($)⁽⁴⁾	(in thousands) ($)
2024	4,545,499	5,236,584	6,422,375	7,136,835	1,108,340	1,240,891	161	19,521
2023	-	6,072,567	-	5,292,252	1,663,181	1,489,262	103	23,985
2022	-	3,431,434	-	3,621,040	1,237,123	1,286,687	195	36,540

(1)	The PEOs and NEOs for the applicable years were as follows:

2024: John Lowe served as the Company’s PEO beginning January 25, 2024 and Scott Scheirman served as the Company’s PEO through his January 25, 2024 retirement. The Company’s other NEOs during 2024 were: Jeff Hochstadt, Toni Thompson, Lane Dubin and Sarah Kilgore.

2023 and 2022: Scott Scheirman served as the Company’s PEO, and Lane Dubin and John Lowe served as NEOs, for the entirety of 2023 and 2022, respectively.

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Lowe and Mr. Scheirman, as applicable, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year in the case of the other NEOs, including Mr. Lowe for 2023 and 2022.

(3)

To calculate “Compensation Actually Paid” (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Lowe, Mr. Scheirman and for the average of the other NEOs is set forth following the footnotes to this table.*

(4)	Pursuant to rules of the SEC, the calculation assumes $100 was invested on December 31, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

*Compensation Actually Paid Adjustments (see FN 3 above)


		Minus	Plus	Plus (Minus)	Plus	Plus (Minus)	Minus	Plus	Minus	Equals
						Change in Fair
						Value as of	Fair Value as
						Vesting Date of	of Prior Fiscal
			Fair Value at			Stock Option and	Year-End of
			Fiscal Year-End	Change in Fair	Fair Value at	Stock Awards	Stock Option and	Changes in
		Grant Date	of Outstanding	Value of	Vesting of Stock	Granted in	Stock Awards	Fair Value to
		Fair Value of	and Unvested	Outstanding and	Option and Stock	Prior Fiscal Years	Granted in Prior	Reflect Excess
		Stock Option	Stock Option	Unvested Stock	Awards Granted	for which Applicable	Fiscal Years that	Fair Value	Awards Made in
		and Stock	and Stock	Option and Stock	in Fiscal Year	Vesting Conditions	Failed to Meet	Resulting from	Prior Fiscal Years
	Summary	Awards Granted	Awards Granted	Awards Granted	that Vested	Were Satisfied	Applicable Vesting	Modifications to	that were Forfeited
	Compensation Table	in Fiscal	in Fiscal	in Prior Fiscal	During Fiscal	During Fiscal	Conditions During	Stock Option and	During Current	Compensation
Year	Total ($) ^(a)	Year ($) ^(b)	Year ($) ^(c)	Years ($)^(d)	Year ($) ^(e)	Year ($)^(f)	Fiscal Year ($) ^(g)	Stock Awards ($) ^(h)	Fiscal Year ($)	Actually Paid ($)
John Lowe
2024	4,545,499	(3,102,679)	4,450,139	334,506	-	194,910	-	-	-	6,422,375
2023	-	-	-	-	-	-	-	-	-	-
2022	-	-	-	-	-	-	-	-	-	-
Scott Scheirman
2024	5,236,584	-	-	920,077	-	980,174	-	-	-	7,136,835
2023	6,072,567	(4,682,037)	3,421,712	-	-	(350,800)	-	830,810	-	5,292,252
2022	3,431,434	-	-	321,862	-	(132,256)	-	-	-	3,621,040
Average Other NEOs(i)
2024	1,108,340	(239,203)	188,815	130,325	-	96,271	-	80,844	(124,501)	1,240,891
2023	1,663,181	(897,743)	814,865	-	-	(91,041)	-	-	-	1,489,262
2022	1,237,123	-	-	83,413	-	(33,849)	-	-	-	1,286,687

(a)	Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages.

(b)	Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(c)	Represents the fair value at fiscal year-end of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(d)

Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e)	Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(f)

Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(g)

Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes.

(h)	Represents the incremental fair value associated with the modification of Mr. Scheirman’s LTIP awards in 2023 and Ms. Kilgore’s outstanding awards in connection with her separation.

(i)	See footnote 1 above for the NEOs included in the average for each year.

Adjustment To PEO Compensation, Footnote

(2)