for awards issued prior to December 31, 2023. In addition, notwithstanding the attainment of the applicable performance targets, the Compensation Committee has the discretion to determine that all or a portion of performance-based restricted stock will not vest based on facts and circumstances occurring after the date of grant that the Compensation Committee deems relevant.
Time-Based Restricted Stock Awards
In 2025, 2024 and 2023, the Compensation Committee awarded time-based restricted stock (the “Time-Based Restricted Shares”) to certain members of our management, including each of our named executive officers, which are conditioned upon either continued service. Time-Based Restricted Shares vest ratably over three years and represent 50% of the total restricted shares awarded.
Performance-Based Restricted Stock Awards
In 2025, the Company granted performance-based restricted stock (the “Performance-Based Restricted Shares”) to employees and NEOs which are conditioned both on continued service and achievement of performance goals that vest based on the percentage of adjusted EBITDA achieved for the immediately preceding year. No shares vest below 80% of target; payouts begin at 25% for 80% achievement and increase on a linear scale up to 200% for 120% or more of target.
In 2025, the Company also granted Performance-Based Restricted Shares to Messrs. Shaw, Meyers and Nyce that vest based on the achievement of a specified percentage of target adjusted EBITDA for fiscal year 2027. No shares vest below 90% of target; vesting begins at 25% for 90% achievement and increases on a linear scale to 100% vesting at 100% or above.
In 2024, the Compensation Committee awarded Performance-Based Restricted Shares to employees, including each NEOs. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2024, 2025, and 2026, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded.
In 2023, the Compensation Committee awarded Performance-Based Restricted Shares to certain members of our management including each of our named executive officers. The Performance-Based Restricted Shares vest over three years upon the attainment of certain financial performance targets set by the Compensation Committee for each of the fiscal years 2023, 2024, and 2025, the attainment of which is determined in March of each succeeding year. The Performance-Based Restricted Shares represent 50% of the total restricted shares awarded.
Fiscal Year 2025 Performance Target
For the fiscal year ended December 31, 2025, the Company achieved adjusted EBITDA of $67.1 million relative to a target of $58.7 million, representing performance of approximately 114.4% of target.
Pursuant to the terms of the applicable Performance-Based Restricted Shares awarded in 2025, achievement above 100% of the target results in an incremental payout determined by applying a 5x multiplier to each percentage point of performance in excess of 100%. Accordingly, the Company’s performance above target of approximately 14.4 percentage points resulted in an incremental payout of approximately 71.8%, which, when combined with the 100% target payout, resulted in a total payout of 171.8% of target shares for the fiscal year 2025 performance tranche, which fully vested.
In addition, with respect to Performance-Based Restricted Shares awarded in 2024 and 2023 to our named executive officers, 100% of one of the three performance tranches of the total awarded Performance-Based Restricted Shares vested based on performance for the fiscal year ended December 31, 2025.
In February 2026, the Compensation Committee reviewed and unanimously approved the performance results and the resulting payouts for the fiscal year ended December 31, 2025 in accordance with the terms of the applicable awards.
Independent Compensation Consultant
In determining the compensation of our named executive officers, the Compensation Committee considers many factors such as the executive’s position with the Company and the level of responsibility, skills, and experience required by the position, the executive’s experience and qualifications, the Company’s ability to replace such individual, and the
