2016 Long Term Incentive Plan – Our equity award grants during the periods presented below were granted under the 2016 Long Term Incentive Plan (the “2016 Plan”), which replaced the 2008 Incentive Stock Plan. The 2016 Plan was approved by our stockholders in 2016 and subsequently amended in 2021. No awards may be granted under the 2016 Plan on and after the tenth anniversary of its effective date. The 2016 Plan is administered by the compensation committee (the “Committee”) of our Board and allows for, among others, the following types of awards: restricted stock, restricted stock units, and other stock and cash-based awards, stock appreciation rights and stock options. As of December 31, 2024, the maximum aggregate number of shares currently authorized for issuance under the 2016 Plan is 5,750,000 shares with 954,864 shares available to be issued.

Restricted Stock and Restricted Stock Units – During 2024, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs”) were granted to certain executives and employees. Certain time-based (i.e., a “service condition”)

RSUs had graded vesting provisions of equal annual increments over three years while others had cliff vesting provisions of 100% at the end of three years. The PBRSUs granted in 2024 vest in three years and are based on a market condition. The 2023 time-based RSUs and PBRSUs were granted with similar vesting conditions as the RSUs and PBRSUs granted in 2024. The RSUs granted in 2022 have similar vesting timeframes to those granted in 2023 and 2024 while the PBRSUs granted in that year include units that vest based on a performance condition tied to the Company’s cost structure and units that vest based on a market condition. Details of the market and performance conditions are discussed further below.

We generally grant RSUs to our non-employee directors annually. Vesting of our director grants occurs upon the earliest of: (i) the director’s separation from service, (ii) the first anniversary of the grant date, or (iii) the occurrence of a change of control, as defined by the agreement. Since the separation from service vesting provision effectively allows an award to vest with no minimum service requirement, these awards are fully expensed on the date they were granted.

A summary of equity award activity during 2024 is presented below:


	Restricted Stock (1)					Performance-Based Restricted Stock (1)(2)					Restricted Stock Units					Performance Based Restricted Stock Units
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Unvested outstanding beginning of year		266,497		$	2.73		142,395		$	2.73		704,569		$	10.33		329,234	$	17.03
Granted		—		$	—		—		$	—		649,177		$	7.55		296,815	$	11.85
Vested		(266,497	)	$	2.73		(142,395	)	$	2.73		(255,048	)	$	8.14		—	$	—
Cancelled or forfeited		—		$	—		—		$	—		(36,654	)	$	10.28		—	$	—
Unvested outstanding end of year		—		$	—		—		$	—		1,062,044		$	9.02		626,049	$	14.58
Additional Information:
Weighted-average fair value per stock/unit granted in 2023				$	—				$	—				$	10.87			$	20.62
Weighted-average fair value per stock/unit granted in 2022				$	—				$	—				$	13.15			$	13.22


	Total Fair Value			Total Fair Value			Total Fair Value			Total Fair Value
	In Thousands
Stock/unit vested in 2024		$	2,028		$	1,084		$	2,263		$	—
Stock/unit vested in 2023		$	3,485		$	2,113		$	1,343		$	—
Stock/unit vested in 2022		$	4,394		$	4,976		$	-		$	—

_____________________________

(1)

We did not grant any restricted stock or performance based restricted stock awards during 2024, 2023 or 2022.

(2)

Upon the change of control event occurring during 2021 such shares of performance-based restricted stock are subject only to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Plan.

The payout on our 2024 PBRSU grants, which vest in three years, is based on our total shareholder return (“TSR”) relative to a peer group. The vesting criteria is measured annually relative to annual targets (with a minimum threshold and a maximum ceiling) with a final adjustment in the third year. Each annual measurement results in a number of shares that are independently earned (i.e. “banked”), with an upward final adjustment based on the relative three-year cumulative TSR or downward final adjustment due to a vesting cap at target when the cumulative absolute TSR is negative. As a result, the number of shares earned annually could be lower or higher than the annual target PBRSU shares. These awards granted require the grantee to be continuously employed through the end of the term for vesting purposes. The 2023 PBRSUs were granted with similar vesting provisions as the 2024 PBRSU grants.

The 2022 PBRSU grants, which vest in three years, include units that vest based on a performance condition tied to the Company’s cost structure and units that vest based on a market condition as measured by our TSR on an absolute basis. Both performance condition and market condition units are measured annually relative to annual targets for each respective criteria (with a minimum threshold and a maximum ceiling) with a final adjustment in the third year. Each annual measurement results in a number of shares that are independently earned (i.e., “banked") and are not affected by the measurement in the other periods. Banked shares are used in the final calculation to determine the vested shares at the end of the three-year period. As a result, the number of shares earned annually could be lower or higher than the annual target PBRSU shares. These awards granted require the grantee to be continuously employed through the end of the term for vesting purposes.

The fair value of our service condition and performance condition awards are based on the market price of our common stock.

We estimate the fair value of our market condition awards using a Monte Carlo simulation with the following assumptions:

Stock Options – We have had no grants or stock-based compensation expense related to stock options during the past three years. We had 13,000 stock options at a weighted average exercise price of $25.66, all of which expired out of the money in November 2024. As of December 31, 2024 there were no stock options outstanding.

As of December 31, 2024, unrecognized compensation cost related to outstanding awards was $8,144,000 with a weighted-average remaining vesting period of 1.4 years.