Pay Versus Performance

Pay Versus Performance Table

Year (a)	Summary Compensation Table (“SCT”) Total for PEO ($)(b)(1)		Actually Paid to PEO ($)(c)(1)(2)		Average SCT Non-PEO NEOs ($)(d)(1)		Average Actually Paid to Non-PEO NEOs ($)(e)(1)(2)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(f)(3)		Net (Loss) Income ($)(g)
2024		4,655,794		1,054,370		1,952,936		738,617		7.68		(283,254,000)
2023		4,523,596		4,342,660		1,768,981		1,693,390		61.01		(117,879,000)
2022		5,479,965		3,298,170		2,165,112		1,372,059		71.22		16,235,000

(1)

Mary G. Berner was our principal executive officer (“PEO”) for the full year for each of 2022, 2023 and 2024 (each, a “Covered Year”). Our non-PEO named executive officers (“Non-PEO NEOs”) were Francisco J. Lopez-Balboa and Collin R. Jones for 2024 and Mr. Lopez-Balboa and Richard S. Denning for 2022 and 2023.

(2)

For each Covered Year, in determining both the compensation actually paid (“CAP”) for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:


Item and Value Added (Deducted)	2024	2023	2022
For Ms. Berner:
- SCT “Stock Awards” column value	$(1,743,751)	$(1,691,437)	$(2,254,996)
- SCT “Option Awards” column value	$0	$0	$0
+ year-end fair value of outstanding equity awards granted in Covered Year	$295,739	$1,741,300	$1,372,894
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years	$(1,771,385)	$(266,577)	$(1,264,032)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year	$(216,548)	$35,778	$(35,661)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$(165,479)	$0	$0
+ includable dividends/earnings on equity awards during Covered Year	$0	$0	$0
For Non-PEO Named Executive Officers (Average):
- SCT “Stock Awards” column value	$(572,143)	$(538,162)	$(792,754)
- SCT “Option Awards” column value	$0	$0	$0
+ year-end fair value of outstanding equity awards granted in Covered Year	$98,292	$556,421	$482,647
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years	$(610,180)	$(96,570)	$(466,664)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year	$(78,389)	$2,720	$(16,282)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$(51,899)	$0	$0
+ includable dividends/earnings on equity awards during Covered Year	$0	$0	$0

In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes.

(3)

For each Covered Year, our TSR was calculated based on the yearly percentage change in our cumulative TSR on our common stock, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the Nasdaq Global Market on December 31, 2021 through and including the last day of the fiscal year covered (each one-, two- or three-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2024, 2023 and 2022, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

PEO Total Compensation Amount

$ 4,655,794

$ 4,523,596

$ 5,479,965

Adjustment To PEO Compensation, Footnote

(2)

For each Covered Year, in determining both the compensation actually paid (“CAP”) for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:


Item and Value Added (Deducted)	2024	2023	2022
For Ms. Berner:
- SCT “Stock Awards” column value	$(1,743,751)	$(1,691,437)	$(2,254,996)
- SCT “Option Awards” column value	$0	$0	$0
+ year-end fair value of outstanding equity awards granted in Covered Year	$295,739	$1,741,300	$1,372,894
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years	$(1,771,385)	$(266,577)	$(1,264,032)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year	$(216,548)	$35,778	$(35,661)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$(165,479)	$0	$0
+ includable dividends/earnings on equity awards during Covered Year	$0	$0	$0
For Non-PEO Named Executive Officers (Average):
- SCT “Stock Awards” column value	$(572,143)	$(538,162)	$(792,754)
- SCT “Option Awards” column value	$0	$0	$0
+ year-end fair value of outstanding equity awards granted in Covered Year	$98,292	$556,421	$482,647
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years	$(610,180)	$(96,570)	$(466,664)
+ vesting date fair value of equity awards granted and vested in Covered Year	$0	$0	$0
+/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year	$(78,389)	$2,720	$(16,282)
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$(51,899)	$0	$0
+ includable dividends/earnings on equity awards during Covered Year	$0	$0	$0

In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes.