Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. You should refer to “Compensation Discussion and Analysis” for a complete description of how executive compensation relates to Company performance and how the Talent and Compensation Committee makes its decisions.
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Value of Initial Fixed $100 Investment Based On: |
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Year |
Summary Compensation Table Total for Gantt ($)(1) |
Summary Compensation Table Total for Freeman |
Compensation Actually Paid to Gantt ($)(2) |
Compensation Actually Paid to Freeman ($)(3) |
Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) |
Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5) |
Total Shareholder Return ($)(6) |
Peer Group Total Shareholder Return |
Net Income (in thousands) ($) |
Pre-Tax |
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2025 |
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— |
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11,615,896 |
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— |
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10,595,479 |
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5,150,687 |
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4,657,633 |
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165 |
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149 |
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1,023,703 |
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1,361,308 |
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2024 |
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— |
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12,622,664 |
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— |
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11,335,630 |
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5,552,588 |
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4,921,341 |
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285 |
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157 |
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1,186,073 |
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1,557,597 |
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2023 |
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11,296,746 |
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9,496,611 |
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7,675,675 |
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10,515,744 |
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4,994,889 |
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5,671,123 |
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325 |
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154 |
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1,239,502 |
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1,647,776 |
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2022 |
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12,828,375 |
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— |
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10,494,358 |
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— |
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6,184,287 |
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4,864,545 |
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227 |
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128 |
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1,377,159 |
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1,841,349 |
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2021 |
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10,577,833 |
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— |
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16,385,495 |
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— |
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5,983,437 |
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9,749,517 |
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285 |
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155 |
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1,034,375 |
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1,388,423 |
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Mr. Freeman has served as our Chief Executive Officer since July 1, 2023.
Year |
Reported |
Reported |
Equity |
Compensation Actually Paid to Gantt ($) |
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2025 |
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— |
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— |
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— |
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— |
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2024 |
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— |
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— |
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— |
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— |
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2023 |
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11,296,746 |
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(5,927,559 |
) |
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2,306,488 |
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7,675,675 |
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2022 |
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12,828,375 |
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(2,578,625 |
) |
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244,608 |
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10,494,358 |
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2021 |
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10,577,833 |
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(1,975,247 |
) |
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7,782,909 |
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16,385,495 |
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Year |
Reported |
Reported |
Equity |
Compensation Actually Paid to Freeman ($) |
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2025 |
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11,615,896 |
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(2,377,606 |
) |
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1,357,189 |
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10,595,479 |
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2024 |
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12,622,664 |
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(2,251,915 |
) |
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964,881 |
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11,335,630 |
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2023 |
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9,496,611 |
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(1,113,075 |
) |
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2,132,208 |
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10,515,744 |
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Year |
Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) |
Average |
Average Equity |
Average Compensation Actually Paid to Non-PEO NEOs ($) |
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2025 |
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5,150,687 |
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(1,231,851 |
) |
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738,797 |
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4,657,633 |
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2024 |
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5,552,588 |
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(1,189,851 |
) |
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558,604 |
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4,921,341 |
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2023 |
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4,994,889 |
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(789,283 |
) |
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1,465,517 |
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5,671,123 |
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2022 |
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6,184,287 |
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(1,012,865 |
) |
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(306,877 |
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4,864,545 |
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2021 |
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5,983,437 |
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(1,237,056 |
) |
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5,003,136 |
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9,749,517 |
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Year |
Year End Fair Value of Equity Awards ($) |
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Total |
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2025 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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2024 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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2023 |
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181,993 |
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(i) |
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— |
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4,066,217 |
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(ii) |
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708,783 |
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(2,650,505 |
) |
(iii) |
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— |
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2,306,488 |
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2022 |
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2,344,590 |
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(1,459,624 |
) |
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— |
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(648,995 |
) |
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— |
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8,637 |
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244,608 |
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2021 |
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4,121,370 |
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3,520,877 |
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— |
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134,605 |
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— |
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6,057 |
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7,782,909 |
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Year |
Year End Fair Value of Equity Awards ($) |
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
Total |
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2025 |
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1,314,050 |
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(98,509 |
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— |
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141,648 |
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— |
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— |
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1,357,189 |
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2024 |
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970,200 |
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(166,447 |
) |
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— |
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161,128 |
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— |
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— |
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964,881 |
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2023 |
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826,873 |
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790,440 |
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— |
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514,895 |
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— |
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— |
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2,132,208 |
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Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows:
Most Important Financial Performance Measures |
Pre-Tax Income |
Three-Year Relative TSR |
Operating Ratio |