Performance-based restricted stock units (“PSUs”) values in the Stock Awards column are based on performance achieved at various levels for the included PSUs, which was the probable outcome of performance conditions as of the grant date for the included PSUs. The grant date fair value of each named executive officer’s PSUs granted in fiscal year 2024 if each of the performance conditions were satisfied (i.e., if maximum performance were achieved for the PSUs granted in fiscal year 2024) was $2,459,106 for Mr. Wilk and $1,024,695 for Mr. Beilman and in fiscal year 2023 if each of the performance conditions were satisfied was $528,750 for Mr. Wilk and $336,349 for Mr. Beilman.
In 2024, the Compensation Committee approved modifications to the PSU awards granted to Mr. Wilk and Mr. Beilman in 2023 to adjust their performance goals, as described further under the heading “Narrative Disclosure to 2024 Summary Compensation Table— Modification of 2023 PSU Awards and Achievement of Performance Conditions.” The incremental fair value with respect to the modified awards, computed as of the modification date in accordance with FASB ASC Topic 718, is included in the “Stock Awards” column of the Summary Compensation Table for 2024.
In April 2024, the Compensation Committee approved grants of 145,078 PSUs to Mr. Wilk and 60,449 PSUs to Mr. Beilman at target (such grants, the “2024 PSUs”) and designed the 2024 PSUs so they are divided into three equal tranches at target, with the first tranche earned based on performance during the 2024 calendar year (“First Tranche 2024 PSUs”), the second tranche earned based on performance during the 2025 calendar year (“Second Tranche 2024 PSUs”) and the third tranche earned based on performance during the 2026 calendar year (“Third Tranche 2024 PSUs”). The Compensation Committee set the goals for the First Tranche 2024 PSUs in April 2024 and has set or will set (as applicable) goals for the Second Tranche 2024 PSUs and Third Tranche 2024 PSUs in 2025 and 2026, respectively. The First Tranche 2024 PSUs were granted in 2024 under FASB ASC Topic 718 and are included for 2024 in the Summary Compensation Table. The Second and Third Tranche 2024 PSUs are expected to be reported in the Summary Compensation Table for 2025 and 2026, respectively, when they are deemed granted under FASB ASC Topic 718.
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(3)
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Represents the annual performance cash bonus that, in each case, was earned by the named executive officer for the applicable year of service based on actual performance. Actual performance for the 2024 fiscal year was achieved at 150% of target performance and actual performance for the 2023 fiscal year was achieved at 175% of target performance.
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(4)
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Represents Company matching contributions to the named executive officer’s contributions to the Company’s 401(k) plan for service during the applicable year.
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Narrative Disclosure to 2024 Summary Compensation Table
Compensation Consultant and Compensation Committee
The Compensation Committee has the authority under its charter to retain outside consultants or advisors. In accordance with this authority, the Compensation Committee engaged the services of Aon’s Talent Solutions practice, a division of Aon plc (“Aon”), as its independent compensation consultant for the first portion of 2024 and Semler Brossy Consulting Group (“Semler Brossy”) for the second portion of 2024. The Compensation Committee engaged Aon to assist in determining the appropriate amounts, types and mix of compensation for our named executive officers and certain other employees in fiscal year 2024. Aon conducted a review and made recommendations, based on analysis of proxy statement data, survey data, current industry trends, existing employment arrangements and other factors specifically related to the Company. The Compensation Committee and our board of directors, when applicable, considered the analysis and recommendations, along with the Company’s and the individual’s overall performance and the unique circumstances associated with any individual executive, in determining these compensation levels. The Compensation Committee engaged Semler Brossy beginning in the third quarter of 2024 to begin assisting the Compensation Committee with determining the appropriate amounts, types and mix of compensation for our named executive officers and certain other employees going forward. During fiscal year 2024, Aon and Semler Brossy did not provide any services to us other than regarding executive and director compensation and, in Semler Brossy’s case, services regarding our broad-based equity plan (the 2021 Plan) and equity usage. The Compensation Committee evaluated whether any work provided by Aon and Semler Brossy raised any conflict of interest for services performed during fiscal year 2024 and determined that, in each case, it did not.
The Compensation Committee regularly reviews our executive compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.
Salaries
The base salary payable to each of Mr. Wilk and Mr. Beilman was intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. In October 2023, in consultation with Aon, the Compensation Committee determined to increase the base salary rates for Mr. Wilk and Mr. Beilman to $525,000 and $450,000, respectively, with such increases taking effect on April 8, 2024, from the prior rate of $425,000 that applied to each of them during fiscal 2022 and 2023. Our board of directors approved such salary increase for Mr. Wilk.
2024 Fiscal Year Bonuses
In fiscal year 2024, Mr. Wilk and Mr. Beilman were eligible to earn annual cash bonuses targeted at $525,000 and $337,500 respectively, under the Company’s Executive Incentive Bonus Plan based on the Company’s
