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Diamond Hill(DHIL) - 2023 Q4 - Annual Results
2024-02-28 16:00
COLUMBUS, OHIO - February 29, 2024 - Diamond Hill Investment Group, Inc. (Nasdaq: DHIL) today reported results for the fourth quarter of 2023 and the year ended December 31, 2023. The Company derives its consolidated revenue and net income from investment advisory and fund administration services provided by its subsidiary, Diamond Hill Capital Management, Inc. FOR IMMEDIATE RELEASE: Investor Contact: Tom Line—Chief Financial Officer 614-255-5989 (tline@diamond-hill.com) Media Contact: Lara Hoffmans—Managin ...
Diamond Hill(DHIL) - 2023 Q3 - Quarterly Report
2023-10-30 16:00
Washington, D.C. 20549 United States Securities and Exchange Commission Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) (State of incorporation) Oh ...
Diamond Hill(DHIL) - 2023 Q2 - Quarterly Report
2023-08-02 16:00
United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) (State of incorporation) Ohio 65 ...
Diamond Hill(DHIL) - 2023 Q1 - Quarterly Report
2023-05-09 16:00
Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 United States Securities and Exchange Commission DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) (State of incorporation) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 Title ...
Diamond Hill(DHIL) - 2022 Q4 - Annual Report
2023-02-22 16:00
Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) (State of incorpor ...
Diamond Hill(DHIL) - 2022 Q3 - Quarterly Report
2022-10-25 16:00
United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) | --- | |------------------ ...
Diamond Hill(DHIL) - 2022 Q2 - Quarterly Report
2022-07-27 16:00
United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) | --- | --- | |----------------- ...
Diamond Hill(DHIL) - 2022 Q1 - Quarterly Report
2022-04-25 16:00
[Part I: Financial Information](index=3&type=section&id=Part%20I%3A%20FINANCIAL%20INFORMATION) This section presents the company's consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls for the reporting period [Item 1. Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The consolidated financial statements for Q1 2022 show decreased assets and equity, with revenue growth offset by investment losses leading to a significant decline in net income and negative operating cash flow [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$261.4 million** by March 31, 2022, primarily due to reduced cash and accrued incentive compensation liability after annual payments Consolidated Balance Sheet Summary (in thousands) | Balance Sheet Item | March 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $58,779 | $80,550 | | Investments | $161,930 | $166,656 | | Total assets | $261,366 | $286,153 | | **Liabilities & Equity** | | | | Accrued incentive compensation | $9,401 | $37,235 | | Total liabilities | $58,018 | $83,974 | | Total permanent shareholders' equity | $182,610 | $184,423 | | Book value per share | $57.22 | $58.15 | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Q1 2022 revenue grew **8%** to **$42.3 million**, but a **$7.6 million** net investment loss led to a **33%** decline in net income to **$9.1 million** and reduced diluted EPS Q1 2022 vs Q1 2021 Income Statement (in thousands, except per share data) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Total Revenue | $42,256 | $39,014 | | Net Operating Income | $19,073 | $13,532 | | Investment Income (Loss), Net | $(7,592) | $5,663 | | Net Income Attributable to Common Shareholders | $9,130 | $13,709 | | Diluted EPS | $2.87 | $4.34 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2022 saw **$13.7 million** net cash used in operations due to incentive payouts, while financing activities used **$9.9 million** for share repurchases and dividends Q1 2022 vs Q1 2021 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(13,678) | $(15,661) | | Net cash provided by investing activities | $1,834 | $1,588 | | Net cash used in financing activities | $(9,927) | $(4,218) | | Net change in cash | $(21,771) | $(18,291) | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail the company's investment advisory business, accounting policies, revenue recognition, investment composition, compensation, income taxes, and recent corporate actions - The company's revenue is **primarily derived from investment advisory and fund administration services** provided by its wholly-owned subsidiary, Diamond Hill Capital Management, Inc. (DHCM)[16](index=16&type=chunk) Revenue by Source (Q1 2022 vs Q1 2021, in thousands) | Revenue Source | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Proprietary funds | $30,232 | $28,956 | | Separately managed accounts | $7,192 | $6,473 | | Sub-Advised funds | $3,115 | $2,678 | | Model delivery | $1,717 | $907 | - As of March 31, 2022, the company had **$505.9 million in AUM** subject to performance-based fees, with **$1.1 million in unearned fees** based on investment results to date[46](index=46&type=chunk) - On April 26, 2022, the Board of Directors approved a quarterly cash dividend of **$1.50 per share**, payable in June 2022[94](index=94&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 revenue growth driven by higher AUM, net income decline due to investment losses, AUM decrease from market depreciation, and continued capital return through repurchases and dividends [Assets Under Management (AUM)](index=20&type=section&id=Assets%20Under%20Management%20%28AUM%29) Q1 2022 AUM decreased by **$0.7 billion** to **$30.3 billion** due to market depreciation, despite net cash inflows, while average AUM increased **8%** year-over-year AUM Roll-Forward (in millions) | Period | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Beginning AUM | $31,028 | $26,411 | | Net cash inflows | $237 | $1,744 | | Net market appreciation (depreciation) | $(943) | $2,427 | | **Ending AUM** | **$30,322** | **$30,582** | - Model delivery Assets Under Advisement (AUA), which are not included in AUM, were **$2.1 billion** as of March 31, 2022, up from **$1.4 billion** as of March 31, 2021[109](index=109&type=chunk) [Consolidated Results of Operations](index=23&type=section&id=Consolidated%20Results%20of%20Operations) Q1 2022 revenue rose **8%** to **$42.3 million**, and net operating income increased **41%**, but a **$7.6 million** investment loss led to a **33%** drop in net income to **$9.1 million** - The increase in revenue was primarily due to an **8% increase in average AUM**, partially offset by a decrease in the average advisory fee rate from **0.53% to 0.52%** year-over-year[113](index=113&type=chunk)[118](index=118&type=chunk) - The decrease in net income was primarily due to the impact of **investment losses** in the current period versus investment income in the prior period[116](index=116&type=chunk) GAAP to Non-GAAP Reconciliation (in thousands) | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Net operating income, GAAP basis | $19,073 | $13,532 | | Gains (losses) on deferred comp plan | $(1,179) | $3,103 | | **Net operating income, as adjusted (Non-GAAP)** | **$17,894** | **$16,635** | | Operating profit margin, GAAP basis | 45% | 35% | | **Operating profit margin, as adjusted (Non-GAAP)** | **42%** | **43%** | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains **$166.2 million** in working capital, utilized **$9.3 million** for share repurchases and **$4.8 million** for dividends in Q1 2022, and plans to continue its **$1.50 per share** quarterly dividend - The company repurchased **50,104 common shares** for a total of **$9.3 million** during Q1 2022[129](index=129&type=chunk) - A quarterly dividend of **$1.50 per share** was paid in March 2022, totaling **$4.8 million**; the company expects to continue this regular quarterly dividend[130](index=130&type=chunk)[131](index=131&type=chunk) - Working capital was approximately **$166.2 million** as of March 31, 2022, compared to **$168.5 million** at year-end 2021[132](index=132&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No significant changes in market risk exposures have occurred since December 31, 2021, with further details available in the 2021 Form 10-K - There have been **no significant changes** in the Company's market risk exposures since the December 31, 2021 year end[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal controls during the quarter - The CEO and CFO concluded that as of the evaluation date, the Company's disclosure controls and procedures are **effective**[158](index=158&type=chunk) - **No changes in internal controls** over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[159](index=159&type=chunk) [Part II: Other Information](index=29&type=section&id=Part%20II%3A%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and a list of exhibits filed with the report [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its consolidated financial statements - There are currently **no pending legal matters** that the Company believes could have a material adverse effect on its consolidated financial statements[160](index=160&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors have occurred since those disclosed in the 2021 Form 10-K - **No material changes** to the Company's risk factors have occurred since the information disclosed in the 2021 Form 10-K[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2022, the company repurchased **50,104 shares** for **$9.3 million**, with **$44.8 million** remaining under a new **$50.0 million** repurchase program Share Repurchases in Q1 2022 | Period | Total Shares Purchased | Average Price Paid Per Share | Total Cost (in millions) | | :--- | :--- | :--- | :--- | | Jan 2022 | 9,020 | $180.97 | $1.6 | | Feb 2022 | 13,777 | $179.23 | $2.5 | | Mar 2022 | 27,307 | $191.01 | $5.2 | | **Total** | **50,104** | **$185.94** | **$9.3** | - On February 25, 2022, the Board approved a new repurchase program authorizing up to **$50.0 million** of common share repurchases, which will expire in February 2024[163](index=163&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of exhibits filed with the Form 10-Q, including governance documents and certifications
Diamond Hill(DHIL) - 2021 Q4 - Annual Report
2022-02-24 16:00
Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-24498 DIAMOND HILL INVESTMENT GROUP, INC. (Exact name of registrant as specified in its charter) | --- | --- | |--- ...
Diamond Hill(DHIL) - 2021 Q3 - Quarterly Report
2021-10-25 16:00
Part I: Financial Information [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents the unaudited consolidated financial statements, highlighting significant revenue and net income growth from AUM and performance fees [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary (Unaudited) | Account | 9/30/2021 ($) | 12/31/2020 ($) | | :--- | :--- | :--- | | **Total Assets** | **316,744,019** | **263,097,341** | | Cash and cash equivalents | 98,580,247 | 98,478,202 | | Investments | 167,692,971 | 128,401,136 | | **Total Liabilities** | **75,319,635** | **69,644,255** | | **Total Shareholders' Equity** | **228,056,910** | **184,080,753** | | Book value per share | 71.89 | 58.09 | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Consolidated Statements of Income (Unaudited) | Metric | Three Months Ended 9/30/2021 ($) | Three Months Ended 9/30/2020 ($) | Nine Months Ended 9/30/2021 ($) | Nine Months Ended 9/30/2020 ($) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | **55,054,554** | **31,175,755** | **139,138,640** | **91,350,429** | | Net Operating Income | 28,320,989 | 9,969,599 | 59,619,985 | 37,462,427 | | Gain on sale of advisory contracts | 9,000,000 | 0 | 9,000,000 | 0 | | **Net Income** | **24,875,795** | **11,140,583** | **56,764,946** | **22,250,694** | | **Diluted EPS** | **8.03** | **3.30** | **17.66** | **7.52** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Cash Flow Summary (Unaudited) | Cash Flow Activity | Nine Months Ended 9/30/2021 ($) | Nine Months Ended 9/30/2020 ($) | | :--- | :--- | :--- | | Net cash provided by operating activities | 15,319,993 | 38,202,042 | | Net cash provided by (used in) investing activities | (543,374) | 10,693,754 | | Net cash used in financing activities | (14,674,574) | (24,318,377) | | **Net change in Cash and Cash Equivalents** | **102,045** | **24,577,419** | | Cash and cash equivalents at end of period | 98,580,247 | 117,753,672 | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies and financial results, including significant performance fees, advisory contract sale, and post-quarter dividend declarations - In Q3 2021, the company recognized **$11.9 million** in performance-based fees as a significant agreement reached its first five-year measurement term. No such fees were recorded in the comparable 2020 period[57](index=57&type=chunk)[52](index=52&type=chunk) - On July 30, 2021, the company sold its high yield-focused advisory contracts to Brandywine Global for an initial cash payment of **$9.0 million**, which was recognized as a gain. An additional **$13.0 million** in payments is contingent on future net revenue[98](index=98&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) - Subsequent to the quarter end, on October 26, 2021, the Board approved a special cash dividend of **$19.00 per share** and a regular Q4 dividend of **$1.00 per share**. The company also expects to increase its regular quarterly dividend to **$1.50 per share** starting in Q1 2022[103](index=103&type=chunk)[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses significant financial performance growth in Q3 and YTD 2021, driven by AUM increase, performance fees, and strong liquidity [Assets Under Management](index=21&type=section&id=Assets%20Under%20Management) Assets Under Management (AUM) as of September 30 | Metric | 2021 (million $) | 2020 (million $) | % Change | | :--- | :--- | :--- | :--- | | **Total AUM** | **29,186** | **22,283** | **31%** | | Proprietary funds | 18,750 | 14,761 | 27% | | Sub-advised funds | 3,665 | 2,750 | 33% | | Separately managed accounts | 6,771 | 4,772 | 42% | - For the nine months ended September 30, 2021, AUM increased by **$2.8 billion**, primarily due to market appreciation and net inflows of **$2.4 billion**, partially offset by the sale of high yield-focused advisory contracts which reduced AUM by **$3.5 billion**[121](index=121&type=chunk)[118](index=118&type=chunk) - Net cash inflows for the nine months ended September 30, 2021, were **$2.36 billion**, a significant improvement from **$580 million** in the same period of 2020. Equity strategies saw inflows of **$1.18 billion**, reversing outflows of **$540 million** from the prior year[120](index=120&type=chunk)[118](index=118&type=chunk) [Consolidated Results of Operations](index=25&type=section&id=Consolidated%20Results%20of%20Operations) Q3 2021 vs Q3 2020 Performance | Metric | Q3 2021 ($M) | Q3 2020 ($M) | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | 55.1 | 31.2 | 77% | | Net Operating Income | 28.3 | 10.0 | 184% | | Net Income Attributable to Common Shareholders | 25.6 | 10.6 | 143% | | Diluted EPS | 8.03 | 3.30 | 143% | - Q3 2021 revenue growth was driven by a **39% increase** in average AUM and **$11.9 million** in performance-based fees, which were not present in Q3 2020[127](index=127&type=chunk) - For the nine months ended September 30, 2021, net income attributable to common shareholders rose **131%** to **$56.2 million**, driven by higher revenue, a **$9.0 million** gain on the sale of advisory contracts, and improved investment income[147](index=147&type=chunk)[126](index=126&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's working capital increased to **$213.5 million** as of September 30, 2021, from **$168.9 million** at year-end 2020, reflecting strong operating cash flows[165](index=165&type=chunk) - During the first nine months of 2021, the company repurchased **$7.5 million** of its common stock. As of September 30, 2021, **$27.8 million** remained available for repurchase under the current program[160](index=160&type=chunk) - The company paid **$9.5 million** in regular quarterly dividends during the first nine months of 2021. A significant special dividend of **$19.00 per share** and a regular Q4 dividend of **$1.00 per share** were approved post-quarter end, totaling approximately **$63.4 million**[161](index=161&type=chunk)[162](index=162&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that there have been no significant changes in its market risk exposures since the end of the fiscal year 2020 - There have been no significant changes in the Company's market risk exposures since the December 31, 2020 year-end report[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of September 30, 2021, with no material changes to internal controls - Management concluded that as of September 30, 2021, the Company's disclosure controls and procedures are effective[193](index=193&type=chunk) - No changes in internal controls over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[194](index=194&type=chunk) Part II: Other Information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently party to any material legal proceedings - There are currently no pending legal matters that the Company believes could have a material adverse effect on its consolidated financial statements[195](index=195&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to its risk factors from those disclosed in its 2020 Form 10-K - There have been no material changes to the Company's risk factors from the information disclosed in the 2020 Form 10-K[196](index=196&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's repurchase of 31,468 common shares for approximately $5.6 million during Q3 2021 Share Repurchases for Q3 2021 | Period | Total Shares Purchased (Public Program) | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | August 2021 | 17,096 | 177.99 | | September 2021 | 14,372 | 178.99 | | **Total Q3** | **31,468** | **178.44** | - Through September 30, 2021, the Company has repurchased a total of **173,616 shares** for **$22.2 million** under the 2020 Repurchase Program[201](index=201&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company entered a new employment agreement with CEO Heather E. Brilliant, modifying her compensation structure - On October 26, 2021, the Company entered into a new employment agreement with CEO Heather E. Brilliant, which supersedes her 2019 agreement[204](index=204&type=chunk) - Key terms of the new agreement include: - Annual base salary of **$400,000** - Eligibility for an annual incentive award with a target of **$1,750,000** - Eligibility for an annual equity bonus with a target of **$600,000** through October 2024, and **$1,200,000** thereafter[205](index=205&type=chunk)[208](index=208&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, the new employment agreement for the CEO, required certifications by the CEO and CFO, and XBRL data files - Key exhibits filed with this report include the Employment Agreement for CEO Heather E. Brilliant (Exhibit 10.1), and CEO and CFO certifications required by Rule 13a-14(a) (Exhibits 31.1 and 31.2)[214](index=214&type=chunk)