AllEffective April 23, 2019, in connection with Amb. Montaño’s retirement from the Board of Directors, Messrs. Berce, Faulkner, Graves and Owen were appointed as members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The chair of each committee members eachremained the same.

Each committee member attended, either telephonically or in person, at least 75% of the meetings of their respective meetings of the committees during their respective terms, except that Amb. Montaño2019, with the exception of Mr. Owen who did not attend one of the Audit Committee meetings held in 2019.

Effective January 1, 2020, Mr. Graves became the chair of the Nominating and Corporate Governance meeting held during the time he was a member due to an illness.Committee.

The Board of Directors reviews director compensation on a periodic basis. Such reviews include collecting and analyzing benchmarking information from compensation advisory firms regarding the amount and structure of the Company’s director compensation as compared to its peers. In conjunction with such review in early 2019, the Board of Directors determined the compensation for independent directors for 2019 would be structured as follows:

The BoardFeehan Agreement prohibits Mr. Feehan from competing with the Company during the employment term and for a period of Directors believes the mix24 months following termination of cashemployment. Mr. Feehan would also be prohibited from soliciting Company customers and equity compensation provides a balance between short-term cash compensation and longer term compensation tied to the Company’s stock price performance and serves to better match the interests of the Company’s independent directors with those of stockholders. Based upon benchmark data provided by Pay Governance, the Board also believes the total director compensation and the mix of compensation is within the competitive range of such compensation for the companies in the peer group.recruiting Company employees during this period.

In October 2016,an effort to further align the interests of the directors with the interests of stockholders, the Company adopted a stock ownership guideline for non-employee directors.directors which became effective beginning in 2017. The guidelines call for stock ownership (including the value of non-vested RSU’s) having a value equal to five times each director’s annual cash retainer with a five-year graceaccumulation period to fully comply with the new guideline once a director becomes subject to the guideline. As of April 13, 2020, two of the four independent directors met the new ownership guideline, while the other two continued to have until 2021 to meet the guidelines. Directors who have not met the guideline must retain their vested stock awards until they meet the guideline. While the guidelines do not apply to employee directors, the current stock ownership of the two employee directors would meet the guidelines if calculated at five times their annual salary as an employee of the Company.

The Company has adopted a Director Election (Majority Voting) Policy. Pursuant to this policy, in an uncontested election of directors (that is, an election where the number of nominees is equal to the number of seats open) any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes for his election must promptly submit an offer of resignation to the Nominating and Corporate Governance Committee following the certification of the stockholder vote for consideration in accordance with the following procedures.

The Nominating and Corporate Governance Committee will consider any tendered resignation and, promptly following the date of the stockholders’ meeting at which the election occurred, will make a recommendation to the Board of Directors concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board of Directors, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by the members of the Nominating and Corporate Governance Committee including, without limitation, the stated reason or reasons why stockholders who cast “withhold” votes for the director did so, the qualifications of the director (including, for example, the impact the director’s resignation would have on the Company’s compliance with the requirements of the SEC and the rules of the NYSE)Nasdaq), and whether the director’s resignation from the Board of Directors would be in the best interests of the Company and its stockholders.

The Nominating and Corporate Governance Committee also will consider a range of possible alternatives concerning the director’s tendered resignation as members of the committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and Corporate Governance Committee to have substantially resulted in the “withheld” votes.

The Board of Directors has determined that, with the exception of Mr.Messrs. Wessel and Mr. Feehan, all of its directors, including all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees, are “independent” as defined by the NYSE andNasdaq, the SEC and for purposes of Section 162(m) of the Code.Company’s Corporate Governance Guidelines. No director is deemed independent unless the Board of Directors affirmatively determines the director has no material relationship with the Company. In making its determination, the Board of Directors observes all criteria for independence established by the rules of the SEC and the NYSE.Nasdaq.

The Board of Directors is responsible for overseeing and monitoring the material risks facing the Company. In its oversight role, the Board of Directors regularly reviews the Company’s strategic initiatives, which address, among other things, the risks and opportunities facing the Company. The Board of Directors also has overall responsibility for executive officer succession planning and reviews succession plans from time to time. The Board of Directors has delegated certain risk management oversight responsibility to its committees. As part of its responsibilities set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s major financial risk exposures, including financial risks and cybersecurity, and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies.

The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. With the assistance of an independent compensation consulting firm, the Compensation Committee designs compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. While these performance-based compensation and equity programs have been designed and administered in a manner that discourages undue risk-taking by employees, the Compensation Committee believes these programs create appropriate incentives to increase long-term stockholder value. The Compensation Committee has discussed the concept of risk as it relates to the compensation programs and the Compensation Committee does not believe the compensation programs encourage excessive or inappropriate risk taking for the following reasons:

Board Leadership Structure

Effective September 1, 2016 and in connection with the Merger, Mr. Feehan was appointedserves as chairman of the board,Board of Directors, while Mr. Wessel continued to serveserves in the role of CEO and is also the vice-chairman of the board. The Company does not have aBoard of Directors. In addition, Mr. Faulkner serves as the lead independent director.director, serving as a liaison between the independent directors and management, chairing executive sessions of the non-management and independent directors and consulting with the chairman and CEO on board agendas and meeting materials.

The Board of Directors recognizes that the leadership structure and combination or separation of the CEOchairman, lead independent director and chairmanCEO roles is driven by the needs of the Company at any point in time. The Board of Directors does not believe there should be a fixed rule as to whether the offices of chairman and CEO should be vested in the same person or two different people, or whether the chairman should be an employee of the Company or should be elected from among the non-employee directors. The needs of the Company and

the individuals available to fulfill these roles may dictate different outcomes at different times, and the Board of Directors believes that retaining flexibility in these decisions is in the best interest of the Company and its stockholders.

At a minimum, candidates for election or appointment to the Board of Directors must have integrity, be committed to act in the best interest of all the Company’s stockholders and be able and willing to devote the required amount of time to the Company’s affairs, including attendance at meetings of the Board of Directors. In recommending candidates, the Nominating and Corporate Governance Committee takes into consideration any criteria approved by the Board and such other factors as it deems appropriate, including, among other things, the candidate’s judgment, skill, diversity, and experience with business and other organizations of comparable size. The Nominating and Corporate Governance Committee endeavors to evaluate, propose and approve candidates, including those recommended by stockholders, with business experience and personal skills in finance, marketing, financial reporting and other areas that may be expected to contribute to an effective Board of Directors. The Nominating and Corporate Governance Committee seeks to assure that the Board of Directors is composed of individuals who have experience relevant to the needs of the Company and who have the highest professional and personal ethics, consistent with the Company’s values and standards. Candidates should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must represent the interests of all stockholders.

Although there is no specific policy on considering diversity, the Board of Directors and the Nominating and Corporate Governance Committee take various diversity-related considerations into account in the selection criteria for new directors. The Nominating and Corporate Governance Committee seeks members from diverse professional and personal backgrounds to combine a broad spectrum of experience and expertise with a reputation for integrity. Some additional considerations may include national origin,The Board considers gender, race, functional backgroundnationality, language skills and other personal characteristics in this process and the diversity of perspectives thatextent to which the candidate would bring toprospective nominee helps the Board of Directors.Directors reflect the gender, racial, ethnic and global diversity of the Company’s stockholders, employees and customers. In this regard, the Board and the Nominating and Corporate Governance Committee are committed to including highly qualified women and individuals from minority groups in the pool of new candidates for membership.

The Nominating and Corporate Governance Committee will utilize a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board of Directors, professional search firms, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee will also consider properly submitted stockholder nominations for candidates for the Board of Directors. The procedures to be followed by stockholders in submitting such nominations are set forth in the “Stockholder Proposals” section. Following verification of the stockholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.

The Board of Directors has established a procedure for stockholders and other interested parties to send communications to the Board of Directors. Stockholders and other interested parties may communicate with the Board of Directors generally or with a specific director or the independent directors at any time by writing to the Company’s Corporate Secretarycorporate secretary at the Company’s address, 1600 West 7th Street, Fort Worth, Texas 76102. The Corporate Secretarycorporate secretary will review all messages received and will forward any message that reasonably appears to be a communication from a stockholder about a matterthat deals with the functions of stockholder interest that is intended for communication to the Board of Directors.Directors or the standing committees of the Board of Directors, or that otherwise requires the attention of the Board of Directors and the Nominating and Corporate Governance Committee. Communications will be sent as soon as practicable to the director, or group of directors, including the independent directors, to whom they are addressed, or if addressed to the Board of Directors generally, to the chairman of the Nominating and Corporate Governance Committee. Because other appropriate avenues of communication exist for matters that are notunrelated to the duties and responsibilities of stockholder interest,the Board of Directors, such as general business complaints or employee grievances, communications that do not relate toof such matters of stockholder interest will not be forwarded to the Board of Directors. The Corporate Secretarycorporate secretary has the option, but not the obligation, to forward these other communications to appropriate channels within the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

To the best of the Company’s knowledge, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. 

The table below shows information for persons known to usby the Company to beneficially own more than 5% of the Company’s Common Stock based on their filings with the SEC through April 17, 2017:

The audit fees for the years ended December 31, 20162019 and 20152018 were for the audits of the consolidated financial statements of the Company, internal control auditing and reporting as required by Section 404 of the Sarbanes Oxley Act of 2002, issuance of consents, and review of the Company’s SEC filings. The audit related fees for fiscal 2016 relate primarily to the Merger.

The Audit Committee implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by the Company’s independent accountants and the estimated fees related to these services. During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the auditor. The services and fees must be deemed compatible with the maintenance of the auditor’s independence, including compliance with SEC rules and regulations.

Throughout the year, the Audit Committee reviews any revisions to the estimates of audit and non-audit fees initially approved.

Ratification of the Independent Registered Public Accounting Firm

Representatives of RSM are expected to be present at the meeting, with the opportunity to make a statement if desired to do so. Such representatives are also expected to be available to respond to appropriate questions.

 

The affirmative vote of the holders of a majority of the outstanding shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the Audit Committee’s selection of RSM.

 

EQUITY COMPENSATION PLAN INFORMATION

EXECUTIVE OFFICERS

The following table lists the named executive officers of the Company as of the date hereof and the capacities in which they serve.

R. Douglas Orr joined the Company in July 2002 as the vice president of finance. Since January 2003, Mr. Orr has served as CFO,the chief financial officer, and since January 2005, Mr. Orr has also served as executive vice president. In addition, Mr. Orr has served as secretary and treasurer since November 2006. Prior to joining the Company, Mr. Orr spent 14 years at Ray & Berndtson, a global executive search firm, where he served in senior executive and financial management roles. Prior to his employment at Ray & Berndtson, Mr. Orr worked for four years at Price Waterhouse LLP.

Raul R. Ramos joined the Company in 1992 to be in charge of the jewelry operations center. Mr. Ramos has served in a progression of operational management roles since he joined the Company, including his current position of senior vice president, Latin American operations.operations and his positions as vice president of operations and other management roles prior to his current role. In this current role, which he has held since May 2013, Mr. Ramos directs all store operations in the Company’s Latin America and South Texas markets. Prior to his employment with the Company, he worked in the pawn and retail jewelry industries.

All officers serve at the discretion of the Board of Directors.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The CompanyCompensation Committee and the Board of Directors continually reviewsreview and improvesimprove its pay practices for its executive officers (who are referred to in this Proxy Statement as the “named executive officers,” or “NEOs”) to ensure they reward and drive superior performance and align with stockholders’ interests. Based on a review of feedback obtained from management’s stockholder outreach efforts, as further described in the “Stockholder Outreach” section below, the Compensation Committee made several changes to the Company’s compensation programs and practices in 2016 to better align them with stockholder interests, including:

As a result of the continued efforts to improve its pay practices, the Company made certain changes in its existing stores. During fiscal 2016,compensation programs and practices beginning in 2019. Based on recommendations by Pay Governance and the Company achievedCompensation Committee, the following milestones:changes were approved and implemented for the executive compensation plans in 2019:

The following table illustrates both as reported and constant currency totalcharts illustrate pawn revenue, (retailwhich includes pawn fees, retail merchandise sales and pawn loan fees revenue)wholesale scrap jewelry sales, and non-core consumer lending revenue for each of the last three years, ended December 31, 2016 and on a pro forma basis for the year ended December 31, 2016. Constant currency results, which are considered non-GAAP measurementsnumber of financial performance, exclude the effects of foreign currency translation and are calculatedstore locations operated by translating current year results at prior year average exchange rates (see Appendix A for further details). Pro forma results for the year ended December 31, 2016 reflect the results of the Company as ifat the Merger had occurred on January 1, 2016.end of each of these years:

Revenue growth highlights for the fiscal year ended December 31, 2016:2019:

The following tables illustrateCompany added a significant number of additional pawn store count and earning assets (pawn loans and inventories) as of December 31, 2016, 2015 and 2014:

The following tablescharts illustrate net income (GAAP and adjusted), diluted earnings per share (GAAP and adjusted), EBITDA, adjusted net income, EBITDA, EBITDA margin and adjusted EBITDA margin for each of the three years ended December 31, 2016.2019. Adjusted net income, adjusted diluted earnings per share, EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin are non-GAAP financial measures and are calculated in the detailed reconciliation of non-GAAP financial measures provided in Appendix A.

Earnings growth highlights for the fiscal year ended December 31, 2016:2019:

The Company continually tracks its long-term total stockholder returns and compares them against the long-term returns for its peer group and other broad indices of similar sized companies. Total stockholder returns are calculated on a compound annual growth rate basis and include price appreciation value plus dividends paid over the period.

The Compensation Committee is mindful of evolving practices in executive compensation and corporate governance. The table below highlights the Company’s current executive compensation practices—both the practices it believes will drive performance and mitigate risk (left column) and the practices it has not implemented or eliminated because it does not believe they would serve stockholders’ long-term interests (right column).

The Compensation Committee reviews and administers the compensation program for the Company’s executive officers, including recommending to the Board of Directors for approval of the specific compensation of all of the named executive officers.NEOs. Compensation is typically set at the first Compensation Committee meeting each calendar year after reviewing performance for the past year and prospects for the year ahead. The Compensation Committee regularly meets with the CEO, COO and CFO, both of whomwho provide insight into how individual executives are performing. The Compensation Committee retains broad flexibility in the administration of the Company’s compensation packages.plans.

The Compensation Committee has the authority to engage outside advisors to assist the Compensation Committee in the performance of its duties. In particular, the Compensation Committee has sole authority to retain and terminate any compensation consultant to assist in the evaluation of director, CEO or senior executive compensation, including sole authority to approve such consultant’s reasonable fees and other retention terms, all at the Company’s expense.  

Benchmarking andThe Committee’s Use of an Independent Consultant

The Compensation Committee believes the lack of a significant number of public pawnshop competitors creates difficulty in constructing a direct peer group, which is also evident in peer groups some outside analysts have used to benchmarkgroup. Accordingly, the Company’s named executive officer compensation. The Compensation Committee recognizes that the premier U.S. proxy advisory organizations, ISS and Glass Lewis, each determine their own peer groups based on their respective methodologies. The Compensation Committee believes the 20162019 Peer

The following table, below, based on data compiled by Pay Governance as of December 31, 2018, shows a comparison of FirstCash’s market cap, revenues, assets and relative percentile rank on market cap and revenues compared to the “2017” and “2016” peer groups, using the pro-forma revenues presented above.2019 Peer Group (dollars in millions):

At the Company’s 20162019 Annual Meeting of Stockholders, the stockholders approved the compensation of the named executive officersNEOs with 94%96% of the votes cast in favor of the Company’s compensation programs. In connection with the special proxy in 2016 to approve the Merger, stockholders also approved the payments toThe Company’s senior executives (accelerated restricted stock vesting) as a result ofmeet regularly with significant stockholders, and during 2019 did not receive substantive comments or inquiries regarding concerns around the change in control related to the Merger.compensation programs. Given the strong and improved stockholder support for ourthe Company’s compensation programs relative toevidenced by the prior year,2019 say on pay vote and the significant Merger activities in 2016, including outreach to significantlack of direct comment from stockholders, regarding the Merger, the Company did not engage in a stockholderspecific outreach program specifically relatedwith stockholders regarding changes to its executive compensation.compensation program. Future advisory votes on executive compensation will serve as an additional tool to guide the Board of Directors and the Compensation Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders.

The Company’s principal focus is on total direct compensation, which includes a smaller guaranteed portion that is guaranteed and a larger portion that is at risk. To achieve these objectives, theat-risk portion. The types of compensation paid to the named executive officersNEOs currently consists of base salary, annual performance-based cash incentives for the CEO, COO and CFO, annual cash bonuses to executive officersfor NEOs other than the CEO, COO and CFO, and long-term incentive compensation (primarily in the form of performance-based restricted stock awards)units as well as time-based restricted stock units for NEOs other than the CEO, COO and CFO).

A significant portion of the compensation for our named executive officersthe Company’s NEOs is in the form of at-risk variable compensation. We believeThe Company believes this appropriately aligns the interests of our named executive officersits NEOs with those of ourits stockholders. For the CEO, COO and CFO, the only significant element of fixed compensation is their base salary. All other annual cash awards are awarded under an objective, performance-based incentive plan and all equity awards are variable under an objective, long-term incentive plan.performance-based plans. The Company does not grant time vested awards to these individuals nor does it provide for the other supplemental retirement plans or other non-qualified plans.plans, which are typically not performance-based.

For 2019, the Compensation Committee increased the percentage of the CEO’s target compensation tied to long-term performance incentives, which in turn reduced the percentage of compensation tied to salary and short-term incentives and better aligns CEO and stockholder interests. The mix of compensation elements at target award levels for the CEO used in 2016 and as modified for 2017 are2019 is as follows:

The Company offers what it believes to be competitive base salaries to its named executive officers.NEOs. The base salary must be sufficient to attract and retain talented executives and provide a secure base of cash compensation. In addition, base salary levels for the Company’s executive officersNEOs are set at levels the Compensation Committee believes to be, based on its general business experience and review of peer company data, competitive in relation to the salary levels of executive officers in the Company’s peer group, taking into consideration the executive officer’sNEO’s position, tenure, responsibility and need for special expertise. In setting the CEO’s salary in particular, the Compensation Committee believes Mr. Wessel’s long tenure with the Company and the significant complexity of operating over 2,600 pawn locations in five countries warrants a salary above the median for the peer group.

Annual salary increases, typically determined in January of each year, are not assured for the three most senior executives and adjustments to base salariesguaranteed. Salary increases, if any, take into account changes in the cost of living and subjective factors such as the executive’s performance against job expectations, changes in the market, and increased job responsibilities and experience.

For 2016, the CEO’sThe following table details each NEO’s base salary was increased by 3% from $1,021,760 to $1,050,000. For the past five years, the compound annual growth rate in the CEO’s base salary was also 3%. The base salaries of the other named executive officers (other than Mr. Stuart, who joined the Company following the Merger), increased by approximately 3% in 2016 as compared to 2015.amounts for 2019 and 2018:

The Company’s short-term incentive plans for the named executive officersNEOs are intended to drive annual operating and financial results deemed crucial to the Company’s success.

The Compensation Committee believes the nature and mix of these targetsperformance measures provides an appropriate mix of short-term measures that aretargets directed primarily at earnings and performance oriented and a strategic measure around store growth that is intended to drive the future growth of the Company. The(adjusted earnings per share targetand adjusted EBITDA). The adjusted earnings per share performance measure represents the performance metric which we believethe Compensation Committee believes most impacts stockholder returns over a one-year period. The adjusted EBITDA targetperformance measure is also focused on the achievement of earnings metrics,growth, but excludes the impact of share repurchases, financing activities and tax strategies, resulting in more accuratea pure measure of coreoperating profitability. The Committee also believes an appropriate level of store additionsgrowth in Latin America net revenue performance measure is an important short-term strategic target necessary forfocused on growth in what the Company to achievebelieves is its long-termmost significant and key growth objectives because most of the Company’s revenues are derived from its neighborhood-based storefront locations, making sustainable revenue growth dependent upon the Company’s ability to add profitable store locations on a consistent annual basis.

In setting the performance goals for 2016, the 2019 APIP, the Compensation Committee considered the estimated impacts of currency translation and the expected decline in theearnings from strategic reductions in its non-core consumer lending revenues onactivities, which the 2016 APIP adjustedCompany continues to de-emphasize because of increasing internet-based competition and regulatory constraints. The expected strategic reductions in its consumer lending operations, which were reflected in the Company’s 2019 operating plan, translated into an expected decline of $0.25 to $0.30 in earnings per share.

The Compensation Committee believes that after considering the expected decline in earnings from non-core consumer lending activities, the growth rates for the 2019 performance goals represented a significant degree of rigor. The 2019 APIP performance goals and the resulting growth rates over 2018 actual results, after considering the estimated impacts of the expected decline in earnings from non-core consumer lending activities, are as follows (dollars in thousands except per share and adjusted EBITDA targets as follows:amounts):

The following table sets forth the threshold, target and maximum percentages of each eligible NEO’s salary available to be earned, the related percentage of each participant’s base salary earned:earned based on the actual performance achieved, the target award and the actual award paid (dollars in thousands):

The Compensation Committee believes the above payouts for 2016 accuratelyamounts earned under the 2019 APIP appropriately reflect the strongCompany’s operating results, which met or exceeded allresults.

The compensation objective of retaining the best people for the job leads the Company to make periodicmakes annual equity awards to its executive officers. These awardsNEOs and certain other employees to provide incentive for the executive officersthem to achieve targeted levels of financial performance and stay with the Company over the long term, andas well as align thetheir interests of the executive officers with those of the Company’s stockholders. These equity awards also provide additional flexibility to the Compensation Committee to reward superior performance by executive officers.NEOs and certain other employees.

The date of grant for all equity awards granted to executives and employees is the date of Compensation Committee approval. The Company does not have a program, plan or practice of timing the grant of equity awards in coordination with the release of material non-public information. The Company believes all such equity grants as described herein align the executives’ interests with those of the Company’s stockholders.