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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE INFORMATION

 

In August 2022, the SEC adopted final rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following information about the relationship between executive compensation actually paid and certain financial performance of the Corporation is provided pursuant to Item 402(v) of SEC Regulation S-K.

 

Year

 

Summary

Compensation

Table Total for

Principal

Executive Officer

(“PEO”)(1)

   

Compensation

Actually Paid to

PEO(2)

   

Average

Summary

Compensation

Table Total for

Non-PEO Named

Executive

Officers

(“NEOs”)(3)

   

Average

Compensation

Actually Paid to

Non-PEO NEOs(4)

   

Value of

Initial Fixed

$100

Investment

Based on

Total

Shareholder

Return

(“TSR”)(5)

   

Net Income

(Loss)(millions) (6)

 

(a)

 

(b)

   

(c)

   

(d)

   

(e)

   

(f)

   

(g)

 

2023

    772,870       812,997       319,333       316,408       107.48       4,256,895  

2022

    647,479       633,022       312,515       297,712       110.14       -586,662  

2021

    685,373       654,405       291,731       310,501       117.13       4,142,779  

 

 

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sutherland (President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”

 

 

 

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Sutherland, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sutherland during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sutherland’s total compensation for each year to determine the compensation actually paid:

 

   
PEO Total Compensation Amount $ 772,870 $ 647,479 $ 685,373
PEO Actually Paid Compensation Amount $ 812,997 633,022 654,405
Adjustment To PEO Compensation, Footnote

Year

 

Reported

Summary

Compensation Table

Total for PEO

($)

   

Reported

Value of Equity

Awards(a)

($)(a)

   

Equity

Award Adjustments(b)

($)(b)

   

Compensation Actually

Paid to PEO

($)

 

2023

    772,870       77,159       109,154       812,997  

2022

    647,479       91,784       77,327       633,022  

2021

    685,373       83,313       52,845       654,405  

 

 

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

 

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

Year End Fair

Value of

Outstanding and

Unvested Equity

Awards Granted

in the Year

($)

   

Year over Year

Change in Fair

Value of

Outstanding

and Unvested

Equity Awards

Granted in

Prior Years

($)

 

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and Vested

in the Year

($)

Year over

Year

Change in

Fair Value

of Equity

Awards

Granted in

Prior Years

that Vested

in the Year

($)

Fair Value

at the End

of the Prior

Year of

Equity

Awards

that Failed

to Meet

Vesting

Conditions

in the Year

($)

Value of

Dividends or

other Earnings

Paid on Stock or

Option Awards

not Otherwise

Reflected in Fair

Value or Total

Compensation

($)

 

Total

Equity

Award

Adjustments

($)

 

2023

    113,220       -4,066               109,154  

2022

    78,750       -1,423               77,327  

2021

    40,250       12,595               52,845  

 

(3)    The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Sutherland) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Sutherland) included for the purpose of calculating the average amounts in each applicable year are as follows: for 2023, 2022 and 2021, Mr. Smith, and Mr. Schmeichel.

 

 

 

(3)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Sutherland), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Sutherland) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Sutherland) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:

   
Non-PEO NEO Average Total Compensation Amount $ 319,333 312,515 291,731
Non-PEO NEO Average Compensation Actually Paid Amount $ 316,408 297,712 310,501
Adjustment to Non-PEO NEO Compensation Footnote

 

Year

 

 

Average

Reported Summary Compensation Table Total for Non-PEO NEOs

($)

   

 

Average

Reported

Value of Equity Awards

($)

   

 

Average Equity

Award Adjustments(a)

($)

   

 

Average Compensation Actually Paid to Non-PEO NEOs

($)

 

2023

    319,333       32,603       -2,453       316,408  

2022

    312,515       34,957       -859       297,712  

2021

    291,731       25,103       3,623       310,501  

 

 

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

 

 

Year

 

 

Year End Fair Value

of Outstanding and

Unvested Equity

Awards Granted in

the Year

($)

   

 

Year over Year

Change in Fair

Value of

Outstanding

and Unvested

Equity Awards

Granted in

Prior Years

($)

 

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and

Vested in

the Year

($)

Year over

Year

Change in

Fair Value

of Equity

Awards

Granted in

Prior

Years that

Vested in

the Year

($)

Fair Value at

the End of

the Prior

Year of

Equity

Awards that

Failed to

Meet

Vesting

Conditions in

the Year

($)

Value of

Dividends or

other Earnings

Paid on Stock or

Option Awards

not Otherwise

Reflected in Fair

Value or Total

Compensation

($)

 

 

Total

Equity

Award

Adjustments

($)

 

2023

    32,130       -2,453               29,677  

2022

    21,263       -859               20,404  

2021

    40,250       3,623               43,873  

 

(5)   Cumulative TSR is calculated by dividing the sum of the cumulative amount of cash dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period.

 

(6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

 

 

   
Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay Versus Performance Table

 

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table. 

 

Compensation Actually Paid and Net Income (Loss)

 

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s Net Income (Loss) over the fiscal three-year period from 2021 to 2023.

 

neotsr.jpg
   
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Cumulative TSR

 

The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and the Company’s TSR over the fiscal three-year period from 2021 to 2023.

 

graph04.jpg

 

All information provided above under the Pay Versus Performance Information heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

 

 

   
Total Shareholder Return Amount $ 107.48 110.14 117.13
Net Income (Loss) 4,256,895,000,000 (586,662,000,000) 4,142,779,000,000
PEO Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 77,159 91,784 83,313
PEO Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 109,154 77,327 52,845
PEO Year End Fair of Outstanding and Unvested Equity Awards Granted in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 113,220 78,750 40,250
PEO Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,066) (1,423) 12,595
PEO Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 109,154 77,327 52,845
NEO Average Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 32,603 34,957 25,103
NEO Average Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,453) (859) 3,623
NEO Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 32,130 21,263 40,250
NEO Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,453) (859) 3,623
NEO Total Equity Award Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 29,677 $ 20,404 $ 43,873