Heidrick & Struggles(US:HSII)2024-03-04 14:10markdown PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Heidrick & Struggles International, Inc. is a global human capital leadership advisory firm offering executive search, on-demand talent, and consulting services - **Heidrick & Struggles** is a human capital leadership advisory firm providing executive search, consulting, and on-demand talent services globally[13](index=13&type=chunk) - The company's service offerings include Executive Search (retained basis, focused on top-level senior executives), On-Demand Talent (providing independent talent for interim roles and projects), and Heidrick Consulting (leadership assessment, development, organizational design, culture shaping)[14](index=14&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) Net Revenue Contribution by Segment (2021-2023) | Segment | 2023 | 2022 | 2021 | | :------------------ | :---- | :---- | :---- | | Executive Search | | | | | Americas | **51 %** | **57 %** | **58 %** | | Europe | **16 %** | **16 %** | **17 %** | | Asia Pacific | **9 %** | **11 %** | **11 %** | | On-Demand Talent | **15 %** | **9 %** | **7 %** | | Heidrick Consulting | **9 %** | **7 %** | **7 %** | Percentage of Billings by Global Industry Practices (2021-2023) | Global Industry Practices | 2023 | 2022 | 2021 | | :------------------------ | :---- | :---- | :---- | | Financial Services | **26 %** | **27 %** | **27 %** | | Industrial | **24 %** | **20 %** | **20 %** | | Global Technology & Services | **19 %** | **23 %** | **23 %** | | Consumer Markets | **17 %** | **16 %** | **15 %** | | Healthcare & Life Sciences | **11 %** | **11 %** | **13 %** | | Social Impact | **3 %** | **3 %** | **2 %** | - The company employs **2,212** individuals as of December 31, 2023, with **503** consultants (**414** Executive Search, **89** Heidrick Consulting)[47](index=47&type=chunk) - DE&I commitments include **63%** women in the overall workforce, **27%** people of color in the U.S. workforce, **38%** women on the Board, and **31%** gender diverse Management Committee[53](index=53&type=chunk) [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces various risks, including operational challenges such as attracting and retaining qualified consultants, maintaining its professional reputation, and managing client off-limits arrangements - Operational risks include the failure to attract, integrate, develop, manage, retain, and motivate qualified consultants and senior leaders, and the inability to prevent consultants from taking clients to other firms[76](index=76&type=chunk)[78](index=78&type=chunk) - Maintaining professional reputation and brand name is critical, as dissatisfaction or loss of thought leadership can adversely affect new engagements and consultant hiring[79](index=79&type=chunk) - Legal and regulatory risks encompass claims for contractual breaches, employment-related laws, data security, data privacy (e.g., GDPR), and potential misclassification of on-demand independent contractors[86](index=86&type=chunk)[87](index=87&type=chunk)[89](index=89&type=chunk) - Increased cybersecurity vulnerabilities and sophisticated attacks pose risks to systems, networks, solutions, services, and data, potentially leading to business disruption, reputational damage, and regulatory actions[92](index=92&type=chunk)[93](index=93&type=chunk) - Industry and general economic risks include adverse macroeconomic or labor market conditions (e.g., inflation, geopolitical instability like the wars in Ukraine and Israel/Gaza), aggressive competition, and currency fluctuations[94](index=94&type=chunk)[95](index=95&type=chunk)[98](index=98&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) [Item 1B. Unresolved Staff Comments](index=22&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - No unresolved staff comments were reported[112](index=112&type=chunk) [Item 1C. Cybersecurity](index=23&type=section&id=Item%201C.%20Cybersecurity) **Heidrick & Struggles** prioritizes cybersecurity risk management, confidentiality, and information security, employing a comprehensive program aligned with ISO 27001 - The company's cybersecurity program aligns with ISO 27001 framework, including regular system patching, multi-factor authentication, data encryption, and **24/7/365** security monitoring[114](index=114&type=chunk)[117](index=117&type=chunk) - Third-party service providers are engaged for vulnerability and penetration testing, and their compliance with security and privacy requirements is monitored annually[116](index=116&type=chunk)[118](index=118&type=chunk) - The CISO, with **24** years of information security experience and CISSP/CIPP/E certifications, leads the cybersecurity team and briefs the Audit & Finance Committee (AFC) and the Board at least twice a year[120](index=120&type=chunk)[121](index=121&type=chunk) - An incident response plan is in place for notification, classification, analysis, and communication of security incidents, with the CISO informed at all severity levels[122](index=122&type=chunk) [Item 2. Properties](index=24&type=section&id=Item%202.%20Properties) **Heidrick & Struggles**' corporate headquarters is in Chicago, Illinois, and it leases office space in **55** cities across **30** countries - Corporate headquarters is in Chicago, Illinois[123](index=123&type=chunk) - The company leases office space in **55** cities across **30** countries and does not own any real estate[123](index=123&type=chunk) [Item 3. Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company has contingent liabilities from various pending claims and litigation in the ordinary course of business, some involving substantial damages - Contingent liabilities exist from pending claims and litigation in the ordinary course of business[124](index=124&type=chunk) - Management believes the ultimate resolution of these matters will not have a material adverse effect on financial condition, results of operations, or liquidity[124](index=124&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to **Heidrick & Struggles** International, Inc - Not applicable[125](index=125&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) **Heidrick & Struggles**' common stock is listed on the Nasdaq Stock Market under the symbol "HSII" - Common stock is listed on the Nasdaq Stock Market under the symbol "HSII"[127](index=127&type=chunk) - As of March 1, 2024, there were **20,122,792** shares of common stock outstanding, held by **48** record holders[5](index=5&type=chunk)[128](index=128&type=chunk) Cash Dividends Paid Per Share | Year | Dividend Per Share | | :--- | :----------------- | | 2023 | **$0.60** | | 2022 | **$0.60** | | 2021 | **$0.60** | - The Board approved a quarterly dividend of **$0.15** per share in February 2024, payable March 21, 2024[133](index=133&type=chunk) - The company repurchased **36,000** shares for **$0.9 million** in 2023 under a **$50 million** authorization, with **$20.8 million** remaining available[135](index=135&type=chunk)[259](index=259&type=chunk) [Item 6. Reserved](index=26&type=section&id=Item%206.%20Reserved) This item is not applicable to **Heidrick & Struggles** International, Inc - Not applicable[136](index=136&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of **Heidrick & Struggles**' business, key performance indicators, and compensation model, followed by a detailed analysis of financial results for 2023 compared to 2022, and 2022 compared to 2021 [Executive Overview](index=27&type=section&id=Executive%20Overview) **Heidrick & Struggles** is a human capital leadership advisory firm offering executive search, on-demand talent, and consulting services globally - **Heidrick & Struggles** is a human capital leadership advisory firm offering executive search, on-demand talent, and consulting services globally[140](index=140&type=chunk)[146](index=146&type=chunk) - Key performance indicators include net revenue, Adjusted EBITDA, Adjusted EBITDA margin, consultant headcount, confirmed search trends, consultant productivity, and average revenue per search[147](index=147&type=chunk) - Consultant compensation has fixed and variable components, with variable compensation tied to net revenue generation and overall company performance. Cash bonus deferrals for consultants and management were terminated in **2020** and **2021**, respectively[153](index=153&type=chunk)[157](index=157&type=chunk) [2023 Overview](index=29&type=section&id=2023%20Overview) This section provides a high-level overview of the company's financial performance in 2023, highlighting key revenue and profitability metrics Consolidated Financial Highlights (2023 vs. 2022) | Metric | 2023 ($M) | 2022 ($M) | Change ($M) | Change (%) | | :-------------------------------------- | :-------- | :-------- | :---------- | :--------- | | Consolidated Net Revenue | **$1,026.9** | **$1,073.5** | **$(46.6)** | **(4.3)%** | | Executive Search Net Revenue | **$780.0** | **$901.9** | **$(121.9)** | **(13.5)%** | | On-Demand Talent Net Revenue | **$152.5** | **$91.3** | **$61.2** | **66.9%** | | Heidrick Consulting Net Revenue | **$94.3** | **$80.2** | **$14.1** | **17.6%** | | Adjusted EBITDA Margin | **12.2%** | **11.3%** | **0.9 pp** | | | Salaries and Benefits (% of net revenue)| **63.9%** | **68.7%** | **(4.8) pp** | | | General and Administrative (% of net revenue) | **15.2%** | **12.4%** | **2.8 pp** | | | Cost of Services (% of net revenue) | **10.6%** | **6.6%** | **4.0 pp** | | | Research and Development (% of net revenue) | **2.2%** | **1.9%** | **0.3 pp** | | | Cash, Cash Equivalents, Marketable Securities | **$478.2** | **$621.6** | **$(143.4)** | **(23.1)%** | - Executive Search productivity (annualized net revenue per consultant) decreased from **$2.3 million** in 2022 to **$1.9 million** in 2023[159](index=159&type=chunk) - On-Demand Talent revenue increase was primarily due to the acquisition of **Atreus** in February 2023. **Heidrick Consulting** revenue increase was primarily due to the acquisition of **businessfourzero** in April 2023[158](index=158&type=chunk) [2024 First Quarter Outlook](index=29&type=section&id=2024%20First%20Quarter%20Outlook) The company provides its consolidated net revenue expectations for the first quarter of 2024, noting various external factors that could influence actual results - The company expects **2024** first-quarter consolidated net revenue to be between **$245 million** and **$265 million**[162](index=162&type=chunk) - Outlook is subject to external factors such as foreign exchange, interest rates, foreign conflicts, inflation, and macroeconomic constraints on pricing[162](index=162&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section details the company's consolidated and segment-specific financial performance for 2023 compared to 2022, and 2022 compared to 2021, covering revenue, expenses, and profitability metrics Consolidated Statements of Comprehensive Income (2021-2023) | Metric (in thousands) | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :-------------------------------- | :---------- | :---------- | :---------- | | Revenue before reimbursements | $1,026,864 | $1,073,464 | $1,003,001 | | Total revenue | $1,041,182 | $1,083,586 | $1,008,474 | | Salaries and benefits | $656,030 | $737,430 | $717,411 | | General and administrative expenses | $156,494 | $132,678 | $130,749 | | Cost of services | $109,039 | $70,676 | $52,785 | | Research and development | $22,698 | $20,414 | — | | Impairment charges | $7,246 | — | — | | Operating income | $75,357 | $112,266 | $98,264 | | Net income | $54,410 | $79,486 | $72,572 | | Diluted EPS | $2.62 | $3.86 | $3.58 | Adjusted EBITDA Reconciliation (2021-2023) | Metric (in thousands) | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :-------------------------------- | :---------- | :---------- | :---------- | | Net income | $54,410 | $79,486 | $72,572 | | Operating income | $75,357 | $112,266 | $98,264 | | Total adjustments | $50,260 | $8,612 | $30,724 | | Adjusted EBITDA | $125,617 | $120,878 | $128,988 | | Adjusted EBITDA margin | **12.2%** | **11.3%** | **12.9%** | Segment Revenue and Adjusted EBITDA (2021-2023) | Segment (in thousands) | 2023 Revenue (in thousands) | 2022 Revenue (in thousands) | 2021 Revenue (in thousands) | 2023 Adj. EBITDA (in thousands) | 2022 Adj. EBITDA (in thousands) | 2021 Adj. EBITDA (in thousands) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------------- | :--------------- | :--------------- | | Executive Search Americas | $522,988 | $612,881 | $581,440 | $173,358 | $164,193 | $154,087 | | Executive Search Europe | $166,379 | $176,275 | $170,312 | $22,246 | $22,150 | $20,219 | | Executive Search Asia Pacific | $90,678 | $112,766 | $117,008 | $11,070 | $19,813 | $19,442 | | On-Demand Talent | $152,506 | $91,349 | $66,636 | $1,434 | $(336) | $4,592 | | Heidrick Consulting | $94,313 | $80,193 | $67,605 | $(5,823) | $(6,444) | $(14,685) | - Consolidated net revenue decreased by **4.3%** in 2023, primarily due to a **13.5%** decrease in Executive Search net revenue, partially offset by significant growth in On-Demand Talent (**66.9%**) and **Heidrick Consulting** (**17.6%**) driven by acquisitions[158](index=158&type=chunk)[170](index=170&type=chunk) - Salaries and benefits decreased by **11.0%** in 2023, mainly due to lower variable compensation from decreased consultant productivity, despite an increase in average employees[172](index=172&type=chunk)[173](index=173&type=chunk) - General and administrative expenses increased by **18.0%** in 2023, driven by intangible amortization, earnout accretion, office occupancy, and IT costs[175](index=175&type=chunk) - A goodwill impairment charge of **$7.2 million** was recorded in **Heidrick Consulting** in 2023 due to a fair value shortfall after the **businessfourzero** acquisition[179](index=179&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity and capital resources are discussed, including cash balances, credit facilities, and cash flow activities from operations, investing, and financing - The company believes its cash balances, operational funds, and revolving credit facility will be sufficient for operations for at least the next **12** months[244](index=244&type=chunk) - A committed unsecured revolving credit facility was increased to **$200 million** in February 2023, maturing July 13, 2026. No outstanding borrowings as of December 31, 2023[246](index=246&type=chunk)[248](index=248&type=chunk) Cash, Cash Equivalents, and Marketable Securities (2022-2023) | Metric (in thousands) | 2023 (in thousands) | 2022 (in thousands) | Change ($M) | | :-------------------- | :---------- | :---------- | :---------- | | Total | $478,200 | $621,600 | $(143,400) | - Cash used in operating activities was **$26.8 million** in 2023, primarily due to a decrease in accrued expenses from bonus payments, partially offset by net income[250](index=250&type=chunk) - Cash provided by investing activities was **$133.6 million** in 2023, driven by proceeds from marketable securities maturities/sales, partially offset by new purchases, acquisitions, and capital expenditures[254](index=254&type=chunk) - Cash used in financing activities was **$53.5 million** in 2023, mainly for acquisition earnout payments, cash dividends, and employee tax withholdings on equity transactions[257](index=257&type=chunk) [Application of Critical Accounting Policies and Estimates](index=43&type=section&id=Application%20of%20Critical%20Accounting%20Policies%20and%20Estimates) This section outlines the company's critical accounting policies and estimates, including revenue recognition, income taxes, goodwill impairment, other intangible assets, and contingent consideration valuation - Critical accounting policies include revenue recognition (estimating uptick revenue and progress over time), income taxes (deferred tax assets and liabilities, valuation allowances), goodwill impairment, other intangible assets and long-lived assets impairment, and contingent consideration valuation[264](index=264&type=chunk)[265](index=265&type=chunk)[272](index=272&type=chunk)[275](index=275&type=chunk)[278](index=278&type=chunk)[280](index=280&type=chunk) - Revenue from executive search and consulting is recognized over time based on estimated personnel time or cost incurred. Uptick revenue is estimated at contract inception using a portfolio approach[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[270](index=270&type=chunk) - Goodwill impairment tests are performed annually or when triggering events occur, using a discounted cash flow methodology with significant estimates for future market growth, revenue, costs, and discount rates[275](index=275&type=chunk)[276](index=276&type=chunk) [Recently Issued and Adopted Financial Accounting Standards](index=46&type=section&id=Recently%20Issued%20and%20Adopted%20Financial%20Accounting%20Standards) This section discusses recently issued and adopted financial accounting standards, including ASU No. 2023-09 (Income Taxes), ASU No. 2023-07 (Segment Reporting), and ASU No. 2020-04 (Reference Rate Reform) - FASB issued ASU No. **2023-09** (Income Taxes) and ASU No. **2023-07** (Segment Reporting) in December and November 2023, respectively, to expand disclosure requirements. The company is evaluating their impact[358](index=358&type=chunk)[359](index=359&type=chunk) - FASB issued ASU No. **2020-04** (Reference Rate Reform) in March 2020, providing temporary expedients for the transition from LIBOR. This guidance is not expected to have a material effect[360](index=360&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) **Heidrick & Struggles** is exposed to currency market risk due to its multinational operations, with approximately **41%** of net revenue generated outside the U.S - The company is exposed to currency market risk, with approximately **41%** of **2023** net revenue generated outside the United States[98](index=98&type=chunk)[282](index=282&type=chunk) - A **10%** change in average exchange rates for all foreign currencies would have increased or decreased **2023** net income by approximately **$1.5 million**[282](index=282&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements of **Heidrick & Struggles** International, Inc. for the years ended December 31, 2023, 2022, and 2021 - The independent registered public accounting firm (RSM US LLP) issued an unqualified opinion on the consolidated financial statements for the period ended December 31, 2023, and on the effectiveness of internal control over financial reporting[288](index=288&type=chunk)[289](index=289&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk) - Critical audit matters included revenue recognition (estimates for progress over time and uptick revenue), valuation of the On-Demand Talent reporting unit for goodwill impairment testing (revenue growth, operating costs, discount rates), and valuation of **Atreus** Group GmbH earnout and contingent compensation liabilities (future revenue, operating expenses, volatility, discount rates)[293](index=293&type=chunk)[296](index=296&type=chunk)[301](index=301&type=chunk) Consolidated Balance Sheets (2022-2023) | Metric (in thousands) | Dec 31, 2023 (in thousands) | Dec 31, 2022 (in thousands) | | :-------------------------------- | :----------- | :----------- | | Total current assets | $693,214 | $823,819 | | Total non-current assets | $448,377 | $351,819 | | Total assets | $1,141,591 | $1,175,638 | | Total current liabilities | $438,691 | $588,477 | | Total non-current liabilities | $240,622 | $176,515 | | Total liabilities | $679,313 | $764,992 | | Total stockholders' equity | $462,278 | $410,646 | Consolidated Statements of Cash Flows (2021-2023) | Metric (in thousands) | 2023 (in thousands) | 2022 (in thousands) | 2021 (in thousands) | | :-------------------------------- | :---------- | :---------- | :---------- | | Net cash provided by (used in) operating activities | $(26,792) | $119,288 | $271,401 | | Net cash provided by (used in) investing activities | $133,599 | $(279,599) | $(21,259) | | Net cash used in financing activities | $(53,528) | $(15,685) | $(15,517) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $57,129 | $(189,770) | $228,770 | Goodwill by Segment (2022-2023) | Segment | Dec 31, 2023 ($M) | Dec 31, 2022 ($M) | | :------------------ | :---------------- | :---------------- | | Executive Search Americas | $91.74 | $91.38 | | Executive Search Europe | $1.49 | $1.45 | | On-Demand Talent | $109.02 | $45.53 | | Total goodwill | $202.25 | $138.36 | - Goodwill increased by **$63.9 million** in 2023, primarily due to the acquisitions of **Atreus** (**$62.4 million**) and **businessfourzero** (**$7.1 million**), partially offset by a **$7.2 million** impairment charge in **Heidrick Consulting**[397](index=397&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk)[400](index=400&type=chunk)[406](index=406&type=chunk) Other Intangible Assets, Net by Segment (2022-2023) | Segment | Dec 31, 2023 ($M) | Dec 31, 2022 ($M) | | :------------------ | :---------------- | :---------------- | | Executive Search Americas | $0.02 | $0.05 | | Executive Search Europe | $0.10 | $0.22 | | Executive Search Asia Pacific | — | $0.02 | | On-Demand Talent | $17.69 | $6.05 | | Heidrick Consulting | $3.04 | — | | Total other intangible assets, net | $20.84 | $6.33 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=85&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[467](index=467&type=chunk) [Item 9A. Controls and Procedures](index=85&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management evaluated the effectiveness of the company's disclosure controls and procedures as of December 31, 2023, concluding they were effective - Disclosure controls and procedures were evaluated and deemed effective as of December 31, 2023[469](index=469&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[472](index=472&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended December 31, 2023[474](index=474&type=chunk) [Item 9B. Other Information](index=86&type=section&id=Item%209B.%20Other%20Information) The company reported no other information for this item - No other information was reported[475](index=475&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](index=86&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspection) The company reported no disclosures regarding foreign jurisdictions that prevent inspection - No disclosures regarding foreign jurisdictions that prevent inspection were reported[476](index=476&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=87&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding the company's directors, executive officers, and corporate governance is incorporated by reference from the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024 - Information on directors, executive officers, and corporate governance is incorporated by reference from the **2024** Proxy Statement[479](index=479&type=chunk) [Item 11. Executive Compensation](index=87&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning executive officer and director compensation, as well as the compensation committee of the Board of Directors, is incorporated by reference from the 2024 Proxy Statement - Information on executive and director compensation and the compensation committee is incorporated by reference from the **2024** Proxy Statement[480](index=480&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=87&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the 2024 Proxy Statement - Information on security ownership is incorporated by reference from the **2024** Proxy Statement[481](index=481&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and right | Number of securities remaining available for future issuance under equity compensation plans | | :------------------------------------------ | :------------------------------------------------------------------------ | :----------------------------------------------------------------------- | :--------------------------------------------------------------------------- | | Equity compensation plans approved by stockholders | **926,366** | — | **1,028,212** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=87&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information concerning certain relationships, related transactions, and director independence is incorporated by reference from the 2024 Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the **2024** Proxy Statement[484](index=484&type=chunk) [Item 14. Principal Accountant Fees and Services](index=87&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2024 Proxy Statement - Information on principal accountant fees and services is incorporated by reference from the **2024** Proxy Statement[485](index=485&type=chunk) PART IV [Item 15. Exhibit and Financial Statements](index=88&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statements) This section lists the consolidated financial statements and a comprehensive index of exhibits filed as part of the Form 10-K report - Includes an index to consolidated financial statements and a list of exhibits, many of which are incorporated by reference[487](index=487&type=chunk) [Item 16. Form 10-K Summary](index=91&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reported no Form 10-K summary for this item - No Form 10-K summary was reported[491](index=491&type=chunk)