Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Rule 14a-12

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Event

Melvin C.

Payne⁽⁸⁾

Steven D.

Metzger

C. Benjamin

Brink⁽⁹⁾

Paul

Elliott

Death or Disability

Base salary⁽¹⁾

$

—

$

2,400,000

$

1,800,000

$

    —

$

1,104,167

$

660,000

$

660,000

$

    —

Target annual bonus⁽²⁾

—

1,000,000

750,000

—

500,000

180,000

180,000

—

Benefits continuation⁽³⁾

—

52,130

16,155

—

31,575

52,130

31,929

—

Equity awards⁽⁴⁾⁽⁵⁾

—

1,769,207

1,708,433

—

375,150

1,006,602

1,006,602

—

Total

$

—

$

5,221,337

$

4,274,588

$

—

$

2,010,892

$

1,898,732

$

1,878,531

$

—

Termination without cause (without a Corporate Change)

Cash severance⁽⁶⁾

$

    —

$

2,600,000

$

1,950,000

$

—

$

1,500,000

$

900,000

$

900,000

$

—

Benefits continuation⁽³⁾

—

52,130

16,155

—

31,575

52,130

31,929

—

Equity awards⁽⁴⁾⁽⁵⁾

—

—

—

—

—

—

—

—

Total

$

—

$

2,652,130

$

1,966,155

$

—

$

1,531,575

$

952,130

$

931,929

$

—

Termination without cause (following a Corporate Change)

Cash severance⁽⁷⁾

$

—

$

5,400,000

$

2,700,000

$

—

$

2,000,000

$

1,080,000

$

1,080,000

$

—

Benefits continuation⁽³⁾

—

52,130

16,155

—

31,575

52,130

31,929

—

Equity awards⁽⁴⁾⁽⁵⁾

—

1,769,207

1,708,433

—

375,150

1,006,602

1,006,602

—

Total

$

—

$

7,221,337

$

4,424,588

$

—

$

2,406,725

$

2,138,732

$

2,118,531

$

—

Pursuant to the terms of employment agreements in effect on December 31, 2023, these amounts reflect NEO’s base salary payments, which are to be made in installments, through the end of the initial term or any then-existing renewal term in effect at the time of the NEO’s death or disability.

Reflects payment of annual bonus pursuant to the terms of employment agreements in effect on December 31, 2023. These amounts represent 100% of the target bonus payout due to the assumption that such NEOs’ employment terminated on the last day of the year.

Amounts reflect estimated cost of benefits continuation for 18 months pursuant to the terms of employment agreements in effect on December 31, 2023.

Reflects accelerated vesting of stock options, restricted stock and performance-based awards pursuant to the terms of employment agreements in effect on December 31, 2023 upon death, disability, involuntary termination without cause not within a corporate change period, or involuntary termination without cause within a corporate change period.

At December 31, 2023, we had satisfied certain performance criteria for the first three target payouts (20%, 25% and 30% CAGR targets) of our 2020 performance-based stock awards. As such, the amount of performance-based shares issuable at the 30% CAGR target was included in the calculation and upon a triggering event shall be paid within 60 days following the end of any of applicable performance period.

Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2023, which represents two years base salary continuation and a pro-rated target annual bonus for the year in which the termination occurs. These amounts represent 100% of the target bonus payout due to the assumption that such NEOs’ employment terminated on the last day of the year.

Amounts reflect cash severance payable under the terms of employment agreements in effect on December 31, 2023. In connection with Mr. Quezada’s promotion to CEO effective June 21, 2023, Mr. Quezada’s employment agreement was amended to include a lump sum equal to three times the sum of (i) Mr. Quezada’s base salary in effect on the Termination Date (or as of the date of the Corporate Change, if higher), and (ii) his target annual bonus. For all of our other NEOs, the amount represents a lump sum equal to two times the sum of, (i) each NEO’s base salary in effect on the Termination Date (or as of the date of the Corporate Change, if higher), and (ii) the NEO’s target annual bonus.

Mr. Payne resigned from his position as CEO on June 21, 2023 and was appointed by the Board as Executive Chairman, effective on that same date. On February 21, 2024, Mr. Payne ceased serving as Executive Chairmen of the Board and began serving as a special advisor to the Board and senior management of the Company in a consulting role. In connection with his resignation, we entered into a Transition Agreement with Mr. Payne that sets forth the terms of his severance payments, which was filed on Form 8-K on February 22, 2024. Accordingly, we have excluded calculating any potential payments upon termination for Mr. Payne as he is no longer employed by the Company.

Mr. Brink resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) effective January 2, 2023. In connection with his resignation, we entered into a Release and Separation Agreement with Mr. Brink that sets forth the terms of his severance payments, which provided for, (i) a one-time payment; (ii) the continuation of certain salary payments to Mr. Brink for twenty-four months following January 2, 2023; and (iii) a grant of Company stock. Accordingly, we have excluded calculating any potential payments upon termination for Mr. Brink as he is no longer employed by the Company.

Ms. Olaniyan does not have an employment agreement with the Company.