Champion Homes, Inc DEF 14A, filed Jun 16, 2023

Champion Homes, Inc. (SKY)

DEF 14A 2023-06-16

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Added on June 12, 2026

About this DEF 14A

Champion Homes, Inc filed this DEF 14A on June 16, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Agenda Item	Board Recommendation	Broker Discretionary Voting Allowed	Abstentions	Required Vote

1. Election of Directors	FOR ALL Nominees	No	No Effect	Plurality of Votes Cast

2. Ratification of Auditors	FOR	Yes	No Effect	Majority of Votes Cast

3. Advisory Approval of Executive Compensation	FOR	No	No Effect	Majority of Votes Cast

4. Advisory Vote on Frequency of Approval of Executive Compensation	ONE YEAR	No	No Effect	Greatest Number of Votes



ABOUT SKYLINE CHAMPION CORPORATION			1

The Factory Built Home Advantage			1

A Look Back at Fiscal Year 2023			2

Corporate Responsibility			3

PROXY SUMMARY			4

PROPOSAL ONE: ELECTION OF DIRECTORS			5

General Information About the Board of Directors			6

Board Composition and Director Independence			10

Meetings and Committees			11

CORPORATE GOVERNANCE OVERVIEW			14

Role of Our Board			14

Corporate Governance Guidelines			15

Board Leadership Structure			16

Compensation Committee Interlocks and Insider Participation			16

Board’s Role in Strategic Planning			17

Board’s Role in Risk Oversight			17

Certain Relationships and Related Person Transactions			17

Shareholder Communication with Directors			18

Executive Officers			19

CORPORATE SUSTAINABILITY			21

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			25

AUDIT COMMITTEE REPORT			26

AUDITOR FEES AND PRE-APPROVAL POLICY			27

PROPOSAL THREE: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION			28

PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION			29

COMPENSATION DISCUSSION AND ANALYSIS			30

Overview			30

How We Make Compensation Decisions			31

What We Pay and Why: Elements of Compensation			34

Base Salary			34

Annual Incentive Bonus			34

Long-Term Equity Awards			36

Compensation Mix			39

Additional Information			40

COMPENSATION COMMITTEE REPORT			42

COMPENSATION TABLES			43

Summary Compensation Table			43

Grants of Plan-Based Awards Table			44

Outstanding Equity Awards Table			45

Stock Vested Table			46

Potential Payments Upon Termination or Change in Control			46

CEO Pay Ratio			50

Pay versus Performance			51

DIRECTOR COMPENSATION			54

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			55

DELINQUENT SECTION 16(a) REPORTS			56

EQUITY COMPENSATION PLAN INFORMATION			56

GENERAL INFORMATION			57


Nominee	Age	Director Since	Independent	Current Committee Membership

Keith Anderson	61	2018	Yes	Audit Committee

Michael Berman	65	2018	Yes	Audit; Nominating and Governance Committee

Eddie Capel	62	2019	Yes	Compensation Committee

Michael Kaufman	51	2018	Yes	Compensation; Nominating and Governance Committee

Tawn Kelley	59	—	Yes

Erin Mulligan Nelson	54	2019	Yes	Audit; Compensation Committee

Nikul Patel	50	2022	Yes	Compensation Committee

Gary Robinette	74	2018	Yes	Nominating and Governance Committee

Mark Yost	51	2019	No


		THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 BE IN THE BEST INTERESTS OF SKYLINE CHAMPION AND OUR SHAREHOLDERS AND RECOMMENDS A VOTE “FOR” EACH NOMINEE.



		Keith Anderson, Independent Director since: 2018 Age: 61						Michael Berman, Independent Director since: 2018 Age: 65

		Keith Anderson became a director of Skyline Champion on June 1, 2018. Mr. Anderson was named Chief Executive Officer of Skyline Champion on June 1, 2018 and he retired from that role effective June 1, 2019. He served between November 1, 2016 and June 1, 2018 as Chief Executive Officer of both Champion Holdings and Champion Home Builders, Inc. (“CHB”), a Division of Champion Holdings. Previously, from June 2015 through October 30, 2016, Mr. Anderson was President and Chief Executive Officer of Champion Holdings and Chief Executive Officer of CHB. Since 2016, he has served on the Board of Managers of Southwest Stage Funding, LLC d/b/a Cascade Financial Services. He has served as a director of the non-profit organization Manufactured Housing Institute, and on the Manufactured Housing Advisory council for both Fannie Mae and Freddie Mac. Prior to joining Champion Holdings, Mr. Anderson was Executive Vice President and Chief Operating Officer of Walter Investment Management Corp. from June 2012 to November 2014. From November 1995 to June 2012, Mr. Anderson held various executive management positions at GreenTree Servicing, LLC ending with the role of President and Chief Executive Officer. Mr. Anderson holds a B.S. in Accounting from Illinois State, and an M.B.A. from DePaul University.						Michael Berman joined the Board on November 25, 2018. Mr. Berman has served as the Chief Executive Officer of MB Capital Associates, a consulting firm, since March 2018. From 2011 through 2018, he was Chief Financial Officer and Executive Vice President of GGP, Inc., a retail real estate investment company where he oversaw its finance, accounting, capital markets, treasury, investor relations, and corporate communications functions. Previously he was Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties (formerly Manufactured Home Communities), an owner and operator of manufactured home communities. Mr. Berman was employed in the investment banking department of Merrill Lynch & Co. from 1988 through 2002 and was an associate professor at the New York University Real Estate Institute in 2003. Mr. Berman also serves as a director and Chair of the Audit Committee of Jaguar Global Growth Corporation and a member of both the Audit and Nominating and Governance Committees of Brixmor Property Group, Inc., one of the nation’s largest owner-operators of grocery anchored shopping centers. He previously served as a director of Mack-Cali Realty Corporation on both the Audit and Compensation Committees. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law, and a B.A. from Binghamton University.

		QUALIFICATIONS: Mr. Anderson’s extensive experience as a senior executive and director, including with Champion Holdings, in the manufactured home industry and the financial services industry providing financing for manufactured housing, make him highly qualified to serve on our Board.						QUALIFICATIONS: Mr. Berman’s broad real estate, investment, and corporate financial experience, coupled with his manufactured housing community experience, make him highly qualified to serve on our Board.



		Eddie Capel, Independent Director since: 2019 Age: 62						Michael Kaufman, Independent Director since: 2018 Age: 51

		Eddie Capel became a director of Skyline Champion on September 16, 2019. Mr. Capel has been the Chief Executive Officer of Manhattan Associates, Inc. since 2013. Before then, he served Manhattan Associates in various roles, including Executive Vice President, Chief Operating Officer, and President. Before joining Manhattan Associates in June 2000, Mr. Capel held various positions at Real Time Solutions, including Chief Operations Officer and Vice President, Operations, where he led teams that supported the supply chain strategies of companies such as Walmart, Amazon.com and J.C. Penney. He also served as Director, Operations, with Unarco Automation, an industrial automation/robotics systems integrator. Before joining Unarco, Mr. Capel worked as a Project Manager and System Designer for ABB Robotics in the United Kingdom. He obtained his degree in HNC Mechanical Engineering from Swindon College.						Michael Kaufman became a director of Skyline Champion on June 1, 2018. Mr. Kaufman is the Chief Executive Officer of MAK Capital, an investment advisory firm based in New York, New York, which he founded in 2002. He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Yatra Online, Inc., Trailhead Biosystems and Metal Recovery Holdings, LLC, (formerly AZP, LLC and American Zinc Recycling). Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. degree. He also earned a law degree from Yale University.

		QUALIFICATIONS: Mr. Capel has spent the majority of his professional career developing and delivering technology solutions for large manufacturing companies, with integrated manufacturing, supply chain and distribution operations. His experience with manufacturing supply chains and the integration of technology with the same make him highly qualified to serve on our Board.						QUALIFICATIONS: Mr. Kaufman’s investment and finance experience and familiarity with the manufactured home industry make him highly qualified to serve on our Board.



		Tawn Kelley, Independent Age: 59						Erin Mulligan Nelson, Independent Director since: 2019 Age: 54

		Tawn Kelley, recommended by a third-party search firm, is nominated to become a director of Skyline Champion. Ms. Kelley is an Executive Vice President of Taylor Morrison Home Corporation, one of the country’s top public, NYSE-listed homebuilders. With more than 30 years of experience in new construction mortgage financing, Ms. Kelley serves as President of Taylor Morrison’s financial services suite of companies, leading Taylor Morrison Home Funding and Inspired Title Services. In addition, she is the Chair of the company’s joint venture business, Mortgage Funding Direct Ventures which she founded in 2001 and sold to Taylor Morrison in 2009. The joint venture partners with homebuilders to provide in-house mortgage operations. In 2011, she established a free qualification improvement program to better position families for home purchase, and today her proprietary program – Able, Ready, Own – has educated and strengthened qualification for thousands of families. In 2021, Ms. Kelley joined the Mortgage Bankers Association national board (MBA) and, in addition, she currently serves on the Residential Board of Governors as well as the Affordable Homeownership Advisory Council and MBA’s Investment Committee. In 2020, she joined the Board of Directors for STORE Capital, a publicly traded REIT, and was named Chair of the Board in December 2021. She led the sale of STORE Capital to GIC Private Limited in February 2023 and left the Board at that time.						Erin Mulligan Nelson became a director of Skyline Champion on September 16, 2019. Erin currently serves as the Chief Executive Officer for OfficeSpace Software, a Vista Equity portfolio company. From 2021 through the end of 2022, Ms. Nelson served as Chief Executive Officer and Director of Bonterra, a public benefit corporation which became the second largest and fastest-growing social good software platform. Before leading Bonterra, Ms. Nelson was Chief Executive Officer and Director of Social Solutions from April 2020 to November 2021. Prior to that, from September 2017 to March 2020, she was the CEO of Calytera, a private equity-backed government technology software company. Ms. Nelson spent 11 years at Dell, Inc., including as Global Chief Marketing Officer, where she stewarded the Dell.com ecommerce business, Corporate Social Responsibility and Dell’s global marketing strategy, and has also served as Chief Marketing Officer for SunPower and Bazaarvoice. She has led brand strategy, global communications, social media, corporate social responsibility, global research, marketing talent development and agency management. Ms. Nelson serves on the Board of Directors for Mavenir, a private telecommunications company, and Zalat Restaurant Group, a privately held hospitality company. Ms. Nelson obtained her B.B.A. from the University of Texas and currently serves on the Dean’s Advisory council for the University of Texas McCombs School of Business.

		QUALIFICATIONS: Ms. Kelley has extensive experience in the home construction industry as well as home financing solutions, including consumer engagement. Her extensive leadership and industry experience make her highly qualified to serve on our Board.						QUALIFICATIONS: Ms. Nelson has extensive experience in marketing and communications. She has led brand strategy, global communications, social media, corporate social responsibility, global research, marketing talent development and agency management. Her additional experience on executive committees for corporate philanthropy, diversity and sustainability make her highly qualified to serve on our Board.



		Nikul Patel, Independent Director since: 2022 Age: 50						Gary Robinette, Independent Director since: 2018 Age: 74

		Nikul Patel was elected to serve as a director of Skyline Champion on July 26, 2022. Mr. Patel is a co-founder, CEO, and Chairman of the Board of Directors of LoanGlide, Inc., an embedded financing platform for personal loans, a position he has held since November 2019. Prior to that, he was Chief Strategy Officer of LendingTree, Inc. LendingTree operates an online consumer platform in the United States offering comparison shopping services for mortgage, credit card, personal loans, insurance and various other financing products. During his more than six-year tenure at LendingTree, he also held the positions of Chief Operating Officer and Chief Product Officer at various times. Prior to joining LendingTree, Mr. Patel held various other leadership positions including President, Lendage.com at Bills.com, Inc., Chief Operating Officer and Vice President, Products at Home-Account, Inc. and a variety of positions at Intel Corporation over a 12-year period. Mr. Patel also serves as a director of Data Axle, Inc. As an entrepreneur, he also co-founded Movoto.com, an online real estate search platform. Mr. Patel holds an M.B.A. in Finance from the Wharton School of Business at the University of Pennsylvania, an M.S. in Computer Engineering from Florida Atlantic University, and a B.E. in Electronics and Communication Engineering from Gujarat University.						Gary Robinette became a director of Skyline Champion on June 1, 2018. Mr. Robinette served as a member of the Champion Holdings Board of Managers starting in 2010. Mr. Robinette served as Chairman of Associated Metals, LLC, where he continues to serve as a director. He previously served as Chairman Emeritus of Ply Gem Industries Inc. until November 2020. He served as President and Chief Executive Officer of Ply Gem from 2006 through 2018. Mr. Robinette was elected Vice Chairman of the Ply Gem Board of Directors in May 2013 and was appointed Chairman of the Ply Gem Board of Directors in 2015. Prior to joining Ply Gem, Mr. Robinette served as Executive Vice President and COO at Stock Building Supply, formerly a Wolseley company, since September 1998, and was also a member of the Wolseley North American Management Board of Directors. Mr. Robinette held the position of President of Erb Lumber Inc., a Wolseley company, from 1993 to 1998 and served as Chief Financial Officer and Vice President of Carolina Holdings, which was the predecessor company of Stock Building Supply. Mr. Robinette received a B.S. in Accounting from Tiffin University and an M.B.A. from Xavier University, where he has served as a member of the Board of Trustees. He also served as a member of the Policy Advisory Board of Harvard University’s Joint Center for Housing Studies and serves on the board of directors for two companies sponsored by private equity firms.

		QUALIFICATIONS: Mr. Patel’s extensive experience in product management technology systems, including online tools in the home buying and financing arena, as well as his background in business development and transformational initiatives make him highly qualified to serve on our Board.						QUALIFICATIONS: Mr. Robinette’s extensive experience as a senior executive at companies in the housing industry, as well as his experience as director of Champion Holdings and other companies, make him highly qualified to serve on our Board.



		Mark Yost, President and CEO Director since: 2019 Age: 51

		Mark Yost became a director of Skyline Champion on April 30, 2019 in connection with being named President and Chief Executive Officer effective June 1, 2019. Mr. Yost joined Champion Holdings in June 2013 as Chief Financial Officer and Executive Vice President. In October 2016 he was named President of CHB. Previously Mr. Yost served as Chief Financial Officer and Executive Vice President for Severstal North America. Mr. Yost received his B.S. in Finance and M.B.A. degrees from the University of Michigan.

		QUALIFICATIONS: Mr. Yost’s significant experience in the manufactured housing industry as a senior executive of Champion Holdings U.S. operations, as well as his extensive corporate finance, M&A, and strategic planning experience make him highly qualified to serve as a director for our Company.


Audit Committee Current Members: Keith Anderson Michael Berman, Chair Timothy Bernlohr Erin Mulligan Nelson No. of Meetings during Fiscal 2023: 4		The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for assisting the Board in its oversight of: (i) the integrity of the consolidated financial statements of the Company; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence, (iv) the performance of the Company’s internal audit function; (v) cybersecurity and data privacy; and (vi) the Company’s internal controls over financial reporting; and environmental matters, including identifying risks, identifying a sustainability framework, establishing metrics, and measuring performance. It is also responsible for deciding whether to appoint, retain or terminate the Company’s independent auditors and pre-approving the audit, audit-related, tax, and other services, if any, to be provided by the independent auditors. The Audit Committee is also responsible for preparing the disclosures required by Item 407(d)(3)(i) of Regulation S-K and the reports required by the SEC rules to be included in the Company’s annual proxy statement. The Board recently restated and amended the Company’s By-Laws and assigned primary responsibility for review of environmental risks and opportunities to the Audit Committee. The Board has determined that each of Ms. Nelson and Messrs. Anderson, Berman and Bernlohr meet the definition of “independent director” under the rules of the NYSE and under Rule 10A-3 under the Exchange Act, and that each is an “audit committee financial expert” within the meaning of the SEC’s regulations and applicable listing standards of the NYSE.

Compensation Committee Current Members: Eddie Capel, Chair Michael Kaufman Erin Mulligan Nelson Nikul Patel No. of Meetings during Fiscal 2023: 2		The Compensation Committee assists the Board in fulfilling its responsibilities relating to the compensation of the Company’s officers, directors, and employees, including establishing a compensation philosophy, assessing the adequacy of the Company’s overall compensation programs, and administering the Company’s compensation, benefit and equity-based plans. It is responsible for reviewing the Company’s overall compensation strategy and assessing whether such strategy provides the appropriate rewards and incentives for the Company’s management and employees, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel. The Compensation Committee is also responsible for: (i) reviewing and approving the corporate goals and objectives that may be relevant to the compensation of the Company’s Chief Executive Officer (“CEO”) and other executive officers; (ii) evaluating the performance of the CEO and other executive officers in light of those goals and objectives; (iii) setting the compensation of the CEO and other executive officers based on such evaluation; and (iv) oversight of social matters relating to employees and the communities in which the Company operates. It is also responsible for reviewing and making such recommendations to the Board as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans that are subject to Board approval. The Board recently restated and amended the Company’s By-Laws and assigned primary responsibility for review of social risks and opportunities to the Compensation Committee.



Name	Age		Position

Mark Yost		51	President and Chief Executive Officer

Laurie Hough		53	Executive Vice President, Chief Financial Officer and Treasurer

Tim Larson		49	Chief Growth Officer

Joseph Kimmell		64	Executive Vice President, Operations

Wade Lyall		51	Executive Vice President, Sales and Business Development

Robert Spence		66	Senior Vice President, General Counsel and Secretary

Timothy Burkhardt		51	Vice President and Controller



Type of Fee	Fiscal 2023		Fiscal 2022

Audit Fees ⁽¹⁾	$	1,660,000	$	1,569,334

Audit-Related Fees ⁽³⁾		—		—

Tax Fees ⁽²⁾		68,615		37,069

All Other Fees ⁽³⁾		—		—

Total Fees	$	1,728,615	$	1,606,403



The Compensation Committee oversees an executive compensation program that is intended to align the interests of our executive officers with those of our shareholders, link compensation paid with performance achieved, and attract, retain and motivate our key executives. This section describes that program and the compensation earned in fiscal 2023 by our “NEOs”, who are listed in the table below.	Overview	30
	How We Make Compensation Decisions	31
	What We Pay and Why: Elements of Compensation	34
	Base Salary	34
	Annual Incentive Bonus	34
	Long-Term Equity Awards	36
	Compensation Mix	39
	Additional Information	40



Name	Fiscal 2023 Base Salary ($)	Fiscal 2022 Base Salary ($)

Mark Yost	750,000		710,000

Laurie Hough	500,000		475,000

Tim Larson	400,000		390,000

Joseph Kimmell	385,000		375,000

Wade Lyall	385,000		375,000



Name	Fiscal 2023 Base Salary ($)	Annual Incentive Target (%)	Annual Incentive Target ($)

Mark Yost	750,000	133%	997,500

Laurie Hough	500,000	125%	625,000

Tim Larson	400,000	80%	320,000

Joseph Kimmell	385,000	140%	539,000

Wade Lyall	385,000	140%	539,000



Name	Fiscal 2023 Base Salary ($)	Annual Incentive Target (%)			Annual Incentive Target ($)	Annual Incentive Maximum ($)		Performance Achievement (% of Payout)	Fiscal 2023 Annual Incentive Bonus ($)

Mark Yost	750,000		133	%	997,500		1,995,000	152.9%		1,525,178

Laurie Hough	500,000		125	%	625,000		1,250,000	152.9%		955,625

Tim Larson	400,000		80	%	320,000		640,000	152.9%		489,280

Joseph Kimmell	385,000		140	%	539,000		1,078,000	152.9%		824,131

Wade Lyall	385,000		140	%	539,000		1,078,000	152.9%		824,131



Step One: Select Performance Measures	For fiscal 2023, the Compensation Committee decided that the NEOs would have two primary company-wide metrics upon which performance would be measured (collectively, the CPA factors). The following chart provides detail on the metrics established by the Compensation Committee for fiscal 2023.
	Performance Measure			Target Percentage
	Consolidated EPS				50%
	Consolidated Revenue				50%


	Performance Target	Consolidated EPS		Consolidated Revenue ($ mil)
Step Two: Select Performance Targets	Threshold		$4.33		$2,333
	Target		$4.84		$2,592
	Over-Perform		$5.09		$2,722
	Maximum		$5.34		$2,851
Step Three: Select Performance Achievement	The Compensation Committee then established the following performance payout scale for each Company Performance Achievement factor for fiscal 2023: ◾ 50% if the threshold target was achieved ◾ 100% if the target was achieved ◾ 150% if the over-perform target was achieved ◾ 200% if the maximum target was achieved If the threshold performance target for a particular factor was not achieved, no incentive bonus would be paid with respect to that factor. The payout is determined using straight-line interpolation when actual achievement falls between two performance targets.
Step Four: Assess Performance Against Targets and Determine Payouts	For fiscal 2023, the Compensation Committee confirmed that the Company achieved $7.00 in Consolidated EPS and $2,607 million of Consolidated Revenue, resulting in a weighted average percentage of achievement of Company targets of 152.9%. Based on these results, the Compensation Committee approved the payout to each NEO as shown in the table above.



Total Shareholder Return	Percentile Rank			Payout %

Threshold		25	^th		50	%

Target		55	^th		100	%

Maximum		80	^th		200	%



Single Family Home Completion Market Share	Percent			Payout %

Threshold		2.50	%		50	%

Target		2.75	%		100	%

Maximum		3.00	%		200	%



Name	Grant Date Fair Value of PSUs ($)		Grant Date Fair Value of RSUs ($)		Total Grant Date Fair Value ($)

Mark Yost		3,238,150		2,583,916		5,822,066

Laurie Hough		1,105,950		882,505		1,988,455

Tim Larson		902,438		720,110		1,622,548

Joseph Kimmell		796,254		635,379		1,431,633

Wade Lyall		796,254		635,379		1,431,633



	Percentage of Annual Total Direct Compensation						Percentage of Annual Variable Compensation

Name	Fixed			Variable			Annual			Long-Term

Mark Yost		10	%		90	%		15	%		85	%

Laurie Hough		16	%		84	%		24	%		76	%

Tim Larson		17	%		83	%		16	%		84	%

Joseph Kimmell		16	%		84	%		27	%		73	%

Wade Lyall		16	%		84	%		27	%		73	%



Position		Holding Requirement

CEO		3 times salary

CFO		1.5 times salary

Other Section 16 Officers		1 times salary

Non-employee Directors		3 times annual cash retainer



Name and Principal Position	Year		Salary ($) ⁽¹⁾		Bonus ($)			Stock Awards ($) ⁽³⁾		Option Awards ($) ⁽⁴⁾		Non-Equity Incentive Plan Compensation ($) ⁽⁵⁾		Change in pension value and nonqualified deferred compensation earnings ($)		All Other Compensation			Total ($)

Mark Yost President and Chief Executive Officer		2023		719,231		—			5,822,066		—		1,525,178		—		11,171	⁽⁶⁾		8,077,646
		2022		676,154		—			3,660,296		—		1,420,000		—		9,292	⁽⁶⁾		5,765,742
		2021		600,000		—			819,085		427,927		780,000		—		8,550	⁽⁶⁾		2,635,562

Laurie Hough Executive Vice President, Chief Financial Officer and Treasurer		2023		480,769		—			1,988,455		—		955,625		—		11,123	⁽⁶⁾		3,435,972
		2022		459,616		—			1,270,869		—		760,000		—		9,104	⁽⁶⁾		2,499,589
		2021		425,000		—			386,790		202,076		414,375		—		8,550	⁽⁶⁾		1,436,791

Tim Larson Chief Growth Officer		2023		392,308		—			1,622,548		—		489,280		—		9,185	⁽⁶⁾		2,513,321
Tim Larson Chief Growth Officer		2022		360,000		150,000	⁽²⁾		1,737,525		103,022		574,286		—		3,375	⁽⁶⁾		2,928,208

Joseph Kimmell Executive Vice President, Operations		2023		377,307		—			1,431,633		—		824,131		—		7,932	⁽⁶⁾		2,641,003
		2022		367,308		—			915,113		—		600,000		—		9,608	⁽⁶⁾		1,892,029
		2021		350,000		—			212,346		110,947		341,250		—		2,019	⁽⁶⁾		1,016,562

Wade Lyall Executive Vice President, Sales and Business Development		2023		377,307		—			1,431,633		—		824,131		—		8,290	⁽⁶⁾		2,641,361
		2022		367,308		—			915,113		—		600,000		—		—			1,882,421
		2021		350,000		—			212,346		110,947		341,250		—		—			1,014,543



				Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾						All Other Stock Awards: Number of Shares of Stock (#)⁽³⁾		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($) ⁽⁴⁾
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)⁽³⁾				Exercise Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($) ⁽⁴⁾
Mark Yost					498,750		997,500		1,995,000		—		—		—		—		—		—		—
		03/20/23	^(a)		—		—		—		—		—		—		23,551		—		—		2,583,916
		03/20/23	^(b)		—		—		—		19,197		38,394		76,788		—		—		—		3,238,150
Laurie Hough					312,500		625,000		1,250,000		—		—		—		—		—		—		—
		03/20/23	^(a)		—		—		—		—		—		—		8,177		—		—		882,505
		03/20/23	^(b)		—		—		—		6,557		13,113		26,226		—		—		—		1,105,950
Tim Larson					160,000		320,000		640,000		—		—		—		—		—		—		—
		03/20/23	^(a)		—		—		—		—		—		—		5,103		—		—		720,110
		03/20/23	^(b)		—		—		—		5,350		10,700		21,400		—		—		—		902,438
Joseph Kimmell					269,500		539,000		1,078,000		—		—		—		—		—		—		—
		03/20/23	^(a)		—		—		—		—		—		—		5,888		—		—		635,379
		03/20/23	^(b)		—		—		—		4,721		9,441		18,882		—		—		—		796,254
Wade Lyall					269,500		539,000		1,078,000		—		—		—		—		—		—		—
		03/20/23	^(a)		—		—		—		—		—		—		5,888		—		—		635,379
		03/20/23	^(b)		—		—		—		4,721		9,441		18,882		—		—		—		796,254



	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#) ⁽¹⁾		Option Exercise Price ($) ⁽²⁾		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#) ⁽³⁾		Market Value of Share or Units of Stock that have not Vested ($) ⁽⁴⁾		Equity Incentive Plan Awards: Units of stock that have not Vested (#) ⁽⁵⁾		Equity Incentive Plan Awards: Market value of stock that have not Vested ($) ⁽⁶⁾
Mark Yost		16,625		—	$	15.00		1/3/2029		—		—		—		—
		69,425		—	$	32.11		1/2/2030		—		—		—		—
		22,859		11,430	$	31.21		1/4/2031		—		—		—		—
		—		—		—		—		58,421		4,395,012		—		—
		—		—		—		—		—		—		77,084		5,799,029
Laurie Hough		13,125		—	$	15.00		1/3/2029		—		—		—		—
		32,785		—	$	32.11		1/2/2030		—		—		—		—
		10,794		5,398	$	31.21		1/4/2031		—		—		—		—
		—		—		—		—		20,608		1,550,340		—		—
		—		—		—		—		—		—		28,439		2,139,466
Tim Larson		4,205		8,411	$	53.06		6/1/2031		—		—		—		—
		—		—		—		—		17,587		1,323,070		—		—
		—		—		—		—		—		—		21,901		1,647,612
Joseph Kimmell		—		2,964	$	31.21		1/4/2031		—		—		—		—
		—		—		—		—		14,489		1,090,007		—		—
		—		—		—		—		—		—		19,254		1,448,478
Wade Lyall		11,905		—	$	32.11		1/2/2030		—		—		—		—
		5,926		2,964	$	31.21		1/4/2031		—		—		—		—
		—		—		—		—		14,489		1,090,007		—		—
		—		—		—		—		—		—		19,254		1,448,478



	Stock Awards

Name	Number of Shares Acquired on Vesting⁽¹⁾ (#)		Value Realized on Vesting ⁽²⁾ ($)

Mark Yost		57,401		2,966,884

Laurie Hough		23,621		1,217,146

Tim Larson		3,443		182,507

Joseph Kimmell		13,433		693,137

Wade Lyall		13,433		693,137



Category	Specific Event	Requirements and payments
Death or Disability	Death	Upon the termination of any NEO’s employment as a result of death, the NEO’s estate is entitled to earned but unpaid base salary, reimbursement of business expenses, and payment of annual bonus compensation earned in the year preceding death, but not yet paid as of such NEO’s death. Further, the unvested portion of outstanding RSUs and stock options held by the NEO shall vest in full upon the NEO’s termination of employment or service due to death. Each NEO’s estate would be entitled to a pro rata bonus for the year in which death occurred.
	Disability	In connection with a termination of employment due to disability, the NEO would become entitled to the same payments, including accelerated vesting of his or her RSUs and stock options as described under “Death” immediately above, as well as any benefits to which the executive may become (or to which he or she may have already been) entitled pursuant to the Company’s short and long-term disability plans in effect from time to time. Each NEO would be entitled to a pro rata bonus for the year in which disability occurred.
Involuntary Termination	For Cause	Termination for cause occurs when we decide to terminate a NEO based on our good faith determination that one of certain events have occurred. These events are described in detail in the employment agreements for each NEO. Except for base salary that is earned, but not yet paid on the date of such termination, and reimbursements for business expenses, we will not owe any payments to a NEO as a result of a termination for cause.
	Without Cause	Termination by us without cause under each of the NEO’s employment agreements occurs when we terminate the NEO’s employment for any reason other than for cause or disability. Pursuant to their respective employment agreements, in the event any NEO is terminated by the Company without cause, he or she will be provided the following severance benefits: (i) continued payment of their annual base salary and bonus at target for a period of twenty-four months for Mr. Yost, or payment of annual base salary for a period of twelve months for Ms. Hough and Mr. Larson following the date of termination, (ii) the annual bonus that was earned but has not yet been paid in the year prior to the year of termination (if any), and (iii) continued participation in, and partial subsidy of the premium cost of, any employer sponsored benefit plans for a period of twenty-four months (Yost) or twelve months (Hough and Larson) following the date of termination. The foregoing severance payments are subject to the NEO executing a general release of claims for the benefit of the Company. None of the employment agreements provide a guaranteed term of employment, nor do they provide tax gross-ups on any compensation. However, if the NEO’s employment or other service relationship with the Company or any of the Company’s subsidiaries is terminated without cause (as defined in the Equity Incentive Plan), then the next one-third of unvested stock options and the next one-third of unvested RSUs that would have vested had such NEO remained employed or in service shall vest upon such termination of employment or service. As separately described in the PSU award agreement, a specified percentage of PSUs (as described in the PSU agreement) shall remain outstanding and eligible to vest based on actual performance for one year following such termination of employment or service.
		With respect to NEOs Kimmell and Lyall, if their employment with the Company is involuntarily terminated by the Company, then they may be considered for severance benefits under the Separation Plan. The Separation Plan applies broadly to eligible participants who have at least twelve months service with the Company and allows for management discretion in determining, on a case-by-case basis, a separation allowance and a period of benefits continuance in the



	Type of Event

Name	Death or Disability			Change in Control			Involuntary Termination Without Cause or Voluntary Termination with Good Reason

Mark Yost

Salary Continuation		—			—			1,500,000	⁽⁵⁾

Health Insurance Subsidy		5,500	⁽¹⁾		—			22,000	⁽⁶⁾

Annual Incentive Bonus		498,750	⁽²⁾		—			1,995,000	⁽⁵⁾

Long Term Equity Award		4,898,161	⁽³⁾		5,799,029	⁽⁴⁾		2,382,018	⁽⁷⁾

Laurie Hough

Salary Continuation		—			—			500,000	⁽⁸⁾

Health Insurance Subsidy		—	⁽¹⁾		—			—	⁽⁶⁾

Annual Incentive Bonus		312,500	⁽²⁾		—			—

Long Term Equity Award		1,787,960	⁽³⁾		2,139,466	⁽⁴⁾		925,222	⁽⁷⁾

Tim Larson

Salary Continuation		—			—			400,000	⁽⁸⁾

Health Insurance Subsidy		—	⁽¹⁾		—			—	⁽⁶⁾

Annual Incentive Bonus		160,000	⁽²⁾		—			—

Long Term Equity Award		1,509,542	⁽³⁾		1,647,612	⁽⁴⁾		620,587	⁽⁷⁾

Joseph Kimmell

Salary Continuation		—			—			192,500	⁽⁹⁾

Health Insurance Subsidy		—			—			—

Annual Incentive Bonus		—			—			—

Long Term Equity Award		1,220,482	⁽³⁾		1,448,478	⁽⁴⁾		599,233	⁽⁷⁾

Wade Lyall

Salary Continuation		—			—			281,346	⁽¹⁰⁾

Health Insurance Subsidy		—			—			—

Annual Incentive Bonus		—			—			—

Long Term Equity Award		1,220,482	⁽³⁾		1,448,478	⁽⁴⁾		599,233	⁽⁷⁾



									Value of Initial Fixed $100 Investment Based on:

Year	Summary Compensation Table Total for PEO ($) (1)		Compensation Actually Paid to PEO ($) (1) (2)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3)		Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) (4)		Cumulative Total Shareholder Return ($)		Cumulative Peer Group Shareholder Return ($) (5)		Net Income (in thousands) ($)		Company Selected Measure - Revenue (in thousands) ($) (6)

2023		8,077,646		11,308,701		2,807,914		3,727,096		479.78		273.42		401,802		2,606,560

2022		5,765,742		9,156,467		2,160,329		3,003,453		350.00		217.54		248,044		2,207,229

2021		2,635,562		7,280,148		1,104,635		2,446,060		288.65		269.19		84,899		1,420,881



Year	Summary Compensation Table Total for PEO ($)		Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($)			Plus: Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($)		Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($)		Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($)		Compensation Actually Paid to PEO ($)

2023		8,077,646		(5,822,066	)		6,585,723		746,685		1,720,714		11,308,701

2022		5,765,742		(3,660,296	)		2,908,784		2,538,546		1,603,691		9,156,467

2021		2,635,562		(1,247,012	)		2,278,688		916,685		2,696,225		7,280,148



Compensation Element		Director Compensation Program ⁽¹⁾

Director Annual Cash Retainer		$65,000

Annual Equity Retainer		$100,000⁽²⁾

Board Chair Annual Retainer		$115,000

Committee Chair Fee		$18,500 for the Audit Committee $18,500 for the Compensation Committee $15,000 for the Nominating and Governance Committee

Committee Member Fee		$10,000 for the Audit Committee $10,000 for the Compensation Committee $7,500 for the Nominating and Governance Committee



Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($) ⁽²⁾	Total ($)

Keith Anderson	71,842	100,000		171,842

Michael Berman	91,000	100,000		191,000

Timothy Bernlohr	132,500	100,000		232,500

Eddie Capel	83,500	100,000		183,500

John Firth⁽³⁾	26,050	—		26,050

Michael Kaufman	90,000	100,000		190,000

Erin Mulligan Nelson	81,842	100,000		181,842

Nikul Patel	51,318	100,000		151,318

Gary Robinette	76,448	100,000		176,448



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights⁽¹⁾ (A)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights⁽²⁾ (B)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)

Equity compensation plans approved by Shareholders		1,258,053		$28.68		3,630,698

Equity compensation plans not approved by Shareholders		—		—		—

Total		1,258,053		$28.68		3,630,698