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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2025
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Name and Principal Position
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Year
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Salary($)
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Bonus
($)(1)
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Stock
Awards
($)(2)
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All Other
Compensation
($)(3)
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Total($)
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Michael Tiedemann, Chief Executive Officer(4)
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2025
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600,000
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1,000,000
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1,212,533
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17,500
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2,830,033
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2024
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600,000
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1,300,000
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3,473,992
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17,250
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5,391,242
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Kevin Moran, President and Chief Operating Officer
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2025
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450,000
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762,000
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3,383,069
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17,500
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4,612,569
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2024
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400,000
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812,000
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1,563,266
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17,250
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2,792,516
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Colleen Graham, Chief Legal, Compliance and Risk Officer
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2025
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425,000
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637,000
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2,878,187
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17,500
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3,957,687
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2024
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375,000
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1,080,750(5)
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894,717
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17,250
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2,367,717
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(1)
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Except as otherwise set forth below, the amounts in this column represent discretionary bonuses earned by our NEOs during the applicable fiscal year.
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(2)
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The amounts in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted to each named executive officer
pursuant to the 2023 Plan, computed in accordance with FASB Accounting Standards Codification Topic 718. Such grant date fair values do not take into account any estimated forfeitures. See our audited consolidated financial statements
appearing in our 2025 Annual Report for assumptions underlying the valuation of equity awards. The amounts reported in this column reflect the accounting cost for these RSUs and PSUs and do not correspond to the actual economic value that
may be received by our NEOs upon the vesting of the restricted stock units or any sale of the underlying shares of common stock. In addition, a portion of the equity awards granted to our Named Executive Officers were to recognize their
performance and contributions for the prior fiscal year. With respect to the PSUs, the amounts reported reflect the grant date fair value assuming probable achievement. The maximum payout level (assuming the highest level of performance
achievement) for such PSUs granted to Mr. Tiedemann, Mr. Moran and Ms. Graham in 2025 was $650,000, $269,000 and $219,000, respectively.
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Unless otherwise provided, amounts reported for 2025 represent matching contributions contributed by the Company to each NEO’s account in the Company’s 401(k) plan.
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(4)
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Mr. Tiedemann served as Chief Executive Officer until March 30, 2026.
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(5)
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Amount includes an additional discretionary bonus of $393,750 paid to Ms. Graham in May 2024 in connection with a share buyout related to previous employment.
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(2)
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The number of unvested restricted stock units held by each non-employee director at fiscal year-end 2025 is shown below. |
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Name
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Number of
Unvested
RSUs
(#)
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Ali Bouzarif
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30,732.266
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Nazim Cetin
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30,732.266
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Norma Corio
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30,732.266
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Mark Furlong
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30,732.266
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Timothy Keaney
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47,495.320
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Tracey Brophy Warson
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30,732.266
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Andreas Wimmer
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30,732.266
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