Pay Versus Performance

As required by Item 402(v) of Regulation S-K, the following table sets forth (i) total compensation paid to Mr. Maserang, our former principal executive officer (“PEO”), and Mr. Moore, our current PEO, for the last four fiscal years presented, as set forth in our Summary Compensation Table (“SCT”), (ii) CAP to our PEO, (iii) average total compensation paid to our other NEOs, excluding Mr. Maserang and Mr. Moore, as set forth in the SCT for such fiscal year, and (iv) average CAP to our other NEOs, in each case as calculated in accordance with Item 402(v) of Regulation S-K, and (v) certain Company performance measures for the periods indicated. Compensation actually paid, or “CAP,” is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our named executive officers. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to the Compensation Discussion & Analysis.

Pay Versus Performance Table

Year(1)	Summary Compensation Table Total for PEO (former)		Summary Compensation Table Total for PEO (current)		Compensation Actually Paid to PEO (former)(2)(3) ($)		Compensation Actually Paid to PEO (current)(2)(3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($)		Value of Initial Fixed $100 Investment Based on TSR ($)		Net Income (GAAP)(4) ($)
(a)	(b)				(c)				(d)		(e)		(f)		(g)
2024		1,251,899		1,945,920		425,268		1,882,628		613,975		634,881		36.51		(3,875)
2023		2,214,740		—		201,865		—		700,306		307,900		37.74		(79,180)
2022		3,292,209		—		(1,451,470)		—		915,235		365,754		63.90		(16,255)

(1)

The NEOs included in the above table for each covered fiscal year are as follows:

Year	1st PEO	2nd PEO	Non-PEO NEOs
2024	D. Deverl Maserang II	John E. Moore III	Jared G. Vitemb and Tom Bauer
2023	D. Deverl Maserang II	N/A	Scott R. Drake, Amber D. Jefferson, Ruben E. Inofuentes, Maurice S.J. Moragne and Jared G. Vitemb
2022	D. Deverl Maserang II	N/A	Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne and Amber D. Jefferson.

(2)

The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the SCT for the applicable year were adjusted as follows:

	2024				2023				2022
	PEO ($)		Average Non-PEO NEOs ($)		PEO ($)		Average Non-PEO NEOs ($)		PEO ($)		Average Non-PEO NEOs ($)
Summary Compensation Table (SCT) Total		1,251,899		613,975		2,214,740		700,306		3,292,209		915,235
Less Stock Award Value Reported in SCT for the Covered Year		(1,458,931)		(217,800)		(1,499,994)		(294,996)		(2,006,755)		(368,747)
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year		1,230,624		241,200		649,216		103,429		1,056,305		233,293
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years		—		(3,278)		(461,188)		(37,495)		(3,177,131)		(305,802)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year		—		—		0		0		0		0
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year		(34,521)		784		(700,909)		(52,201)		(132,863)		(81,645)
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		(956,928)		—		0		(111,143)		(483,235)		(26,579)
CAP		425,268		634,881		201,865		307,900		(1,451,470)		365,754

Current CEO — John E. Moore III
	2024
	PEO ($)		Average Non- PEO NEOs ($)
Summary Compensation Table (SCT) Total		1,945,920		613,975
Less Stock Award Value Reported in SCT for the Covered Year		(1,293,916)		(217,800)
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year		1,230,624		241,200
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years		—		(3,278)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year		—		—
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year		—		784
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		—		—
CAP		1,882,628		634,881

(3)

The assumptions we used to calculate the values for restricted stock performance and performance share awards included in the calculation of “compensation actually paid” did not differ materially from those used to calculate grant date fair value for such awards.

(4)

Values shown are in thousands.

Adjustment To PEO Compensation, Footnote

(2)

The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the SCT for the applicable year were adjusted as follows:

	2024				2023				2022
	PEO ($)		Average Non-PEO NEOs ($)		PEO ($)		Average Non-PEO NEOs ($)		PEO ($)		Average Non-PEO NEOs ($)
Summary Compensation Table (SCT) Total		1,251,899		613,975		2,214,740		700,306		3,292,209		915,235
Less Stock Award Value Reported in SCT for the Covered Year		(1,458,931)		(217,800)		(1,499,994)		(294,996)		(2,006,755)		(368,747)
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year		1,230,624		241,200		649,216		103,429		1,056,305		233,293
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years		—		(3,278)		(461,188)		(37,495)		(3,177,131)		(305,802)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year		—		—		0		0		0		0
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year		(34,521)		784		(700,909)		(52,201)		(132,863)		(81,645)
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		(956,928)		—		0		(111,143)		(483,235)		(26,579)
CAP		425,268		634,881		201,865		307,900		(1,451,470)		365,754

Current CEO — John E. Moore III
	2024
	PEO ($)		Average Non- PEO NEOs ($)
Summary Compensation Table (SCT) Total		1,945,920		613,975
Less Stock Award Value Reported in SCT for the Covered Year		(1,293,916)		(217,800)
Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year		1,230,624		241,200
Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years		—		(3,278)
Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year		—		—
Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year		—		784
Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year		—		—
CAP		1,882,628		634,881

Non-PEO NEO Average Compensation Actually Paid Amount

$ 634,881

307,900

365,754

Compensation Actually Paid vs. Total Shareholder Return

The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and non-PEO NEOs (on average), and the Company’s cumulative indexed TSR: