DEF 14A 1 def14a_042321.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant	☒

Filed by a Party other than the Registrant	☐

Check the appropriate box:

	☐	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 under Rule 14a-12

THE JOINT CORP.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

		(1)	Title of each class of securities to which transaction applies:
		(2)	Aggregate number of securities to which transaction applies:
		(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)	Proposed maximum aggregate value of transaction:
		(5)	Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		(1)	Amount Previously Paid:
		(2)	Form, Schedule or Registration Statement No.:
		(3)	Filing Party:
		(4)	Date Filed:

Dear Fellow Stockholders:

Our mission is to improve quality of life through

routine and affordable chiropractic care.

Our mission at The Joint Corp. is to improve quality of life for the patients we serve through routine and affordable chiropractic care. We are leaders of a movement to revolutionize access to chiropractic care. We deliver services through our network of retail outlets in 33 states, which approached 600 clinics at December 31, 2020, and were supported by more than 1,650 licensed doctors who performed over eight million chiropractic adjustments in 2020. Our doctors provide patient care focused on pain relief and ongoing wellness to promote healthy, active lifestyles. We are building a consumer brand, positioned on providing accessible, credible and empathetic chiropractic treatment.

Our Resilience

As I reflect upon the state of the company in a year like no other, I am pleased to report to you our success in managing the impact of the pandemic on our business. We began by issuing our essential healthcare services statement in March 2020, by modifying our system’s sanitation and social distancing procedures, and by supporting our franchisees. Throughout this unpredictable environment, our heroic clinic staff treated our patients. All of this resulted in our strong financial and operating performance in 2020:

Peter D. Holt

President and

Chief Executive Officer

	•	18% year-over-year increase annual system-wide sales¹ to $260.0 million for 2020
	•	21% increase in revenue from $48.5 million to $58.7 million in 2020
	•	$2.1 million improvement in operating income from $3.4 million in 2019 to $5.5 million in 2020
	•	$2.9 million improvement in Adjusted EBITDA from $6.2 million in 2019 to $9.1 million in 2020, which was the highest in the company’s history
	•	9% system-wide comp sales² for 2020
	•	121 franchise licenses sold in 2020, nearly equal to the 126 licenses sold in 2019
	•	70 franchised clinics opened, nearly equal to the 71 opened in 2019
	•	Four company-owned or managed clinics added to our corporate portfolio, including three greenfields and one buyback from a franchisee
	•	579 clinics in operation at December 31, 2020, a net increase of 66 clinics from December 31, 2019

The resilience of our business model further validates the opportunity before us for our continued accelerated growth, with the ultimate result of increasing shareholder value. Our mission stated above, along with our vision and values, continue to guide our organization:

Our Vision: Be the First Choice in Chiropractic Care

	•	Educate consumers on the efficacy of chiropractic care.
	•	Make chiropractic care accessible to everyone.
	•	Offer doctors the most attractive career paths in the profession.
	•	Build a culture committed to improving society through chiropractic care.

Our Core Values

	•	Trust: We believe in the reliability, truth, and ability of others.
	•	Integrity: We adhere to moral and ethical principles.
	•	Excellence: We continually pursue optimal levels of performance.
	•	Respect: We appreciate the intrinsic value of each individual.
	•	Accountability: We hold ourselves and others responsible.

1 System-wide sales include sales at all clinics, whether operated by the company or by franchisees. While franchised sales are not recorded as revenues by the company, management believes the information is important in understanding the company’s financial performance, because these sales are the basis on which the company calculates and records royalty fees and are indicative of the financial health of the franchisee base.

2 Comp Sales refers to the amount of sales a clinic generates in the most recent accounting period, compared to sales in the comparable period of the prior year, and (i) includes sales only from clinics that have been open at least 13 full months and (ii) excludes any clinics that have closed.

Our 2020 Operational Highlights

Asserting the position that chiropractic care is an essential healthcare service was a critical point of differentiation versus other retail service concepts. This message served as a rallying cry for our doctors and staff that helped guide our approach to the pandemic – that, now more than ever, we need to be open to treat our patients.

Providing an essential healthcare service is also reflected in our marketing communications. Through video and blogs, emails and texts, as well as clinic signage and public relations, we increased the frequency of our communication – to reassure our patients that we remained open and were taking the necessary precautions to ensure their safety. With so many consumers facing anxiety related to their health and finances, we recognized that accessible, affordable chiropractic care was more important than ever. So, in March and April 2020, we made it easier for members to freeze their accounts. And, in May and June, we conducted two important promotions to provide patients with more opportunities to obtain the care they need.

Our May direct marketing promotion encouraged members to unfreeze their accounts in exchange for an incentive on their first month back. We moved more than 20% of our frozen members to active status during this month-long promotion. In June, our national marketing promotion offered every new patient the opportunity to get moving with chiropractic care at no charge for their initial visit. During the month, we gave away over $1.7 million of chiropractic care supporting our communities and driving new patient acquisition. We converted those patients to packages and memberships at record levels, which underscores the considerable demand for chiropractic care. As a result, by the end of the promotion, our average number of members per clinic – which is one of the most important clinic performance metrics – surpassed our all-time record, including anything pre-COVID.

In the fourth quarter of 2020, we held our two annual holiday promotions: our “Black Friday” package sale and our “Year-End” membership promotion. As our clinic teams were highly engaged, both events greatly exceeded our previous records: “Black Friday” sales per clinic were up 98% and “Year-End” sales per clinic grew 42%, compared to 2019. Continued sales growth and clinic expansion also have increased the contributions to our national marketing fund. We are investing these resources into new strategic partnerships to fuel long-term growth. In 2020, we amplified our public relations efforts to build our national profile and grow awareness of chiropractic care. In 2021, we plan to leverage additional media and creative experts to elevate our brand advertising.

Our regional developer (RD) program, a key component of our clinic expansion strategy, continues to flourish. In 2020, our RDs were responsible for 83% of the 121 franchise licenses sold. During the year, we entered into or expanded RD agreements for Iowa, Nebraska, South Dakota, Illinois and Wisconsin, increasing our ability to open clinics and serve these communities more quickly. Also, based on unique circumstances, we repurchased the RD rights of two mature territories: North Carolina on December 31, 2020 and Georgia on January 1, 2021. By shifting management of these clinics from RDs to corporate, we will reduce aggregate costs of operation in these established regions. As such, these transactions were immediately accretive and expanded our margin contribution.

Regarding our company-owned or managed clinics, we refined our leadership team and implemented a new field structure. As a result, in 2020, we significantly improved our corporate portfolio performance and increased our flexibility as conditions changed over time. As we managed the immediate impact of the pandemic and focused on helping our franchise community, we paused our clinic expansion and efforts to replace our homegrown IT system.

During the year, we resumed corporate clinic expansion, opening three greenfields and acquiring one previously franchised clinic. In total, our corporate portfolio reached 64 clinics at December 31, 2020. Although new greenfield clinics initially suppress the total company earnings, in the long run they are expected to be accretive. In 2021, we plan to accelerate opening corporate greenfield clinics strategically located within our clusters and new markets and continue to opportunistically repurchase franchised clinics.

Regarding IT, in 2021, we expect to rollout our new platform, named Axis. When fully implemented, Axis will provide improved point of sale service, financial systems, business intelligence, marketing automation and patient feedback capabilities among its many other features. It is imperative that the new platform be fully tested and that every franchisee is prepared and trained for acceptance of the new system. As we complete this crucial project, we will not jeopardize it by rushing or short-cutting the process to meet an artificial timeline. As of this writing, we are in QA and testing and expect the rollout to occur in early summer of 2021.

Our Long-term Growth

Our remarkable team, coupled with our resilient business model, delivered our most profitable year in our history. Our confidence in the long-term prospects of our business is strengthened. We will continue to work toward our goal of opening 1,000 clinics in operation by the end of 2023. Upon reaching this tipping point for franchise systems, we expect to see even greater growth momentum. To achieve this, we will

	•	Continue our focus on franchise sales and clinic expansion;
	•	Further leverage our regional developer strategy; and
	•	Accelerate the expansion of our corporate clinic portfolio.

Our Commitment to Sound Corporate Governance

Speaking for management and our Board of Directors, I reiterate that we are committed to expert, objective, proactive administration on behalf of our stockholders to drive long-term value. We continue to closely examine the strategic needs of our organization and actively manage the evolution of our Board leadership to meet our emerging requirements. Heeding our core value of excellence, we strive for continuous improvement in all we do. We are resolute in advancing our governance structure as our company, our industry and our stockholder base grow. You can rely on our dedication to accountability and clear communication with stockholders as a key element of our governance processes.

Our Exciting Future and Your Support

With the Board’s guidance, we are more committed than ever before to our mission and vision. We are more focused on our patients. We are more aligned with franchisees and company employees. And, we are better positioned to deliver operational excellence at great clinics that satisfy patients today and over the years to come. The confidence that you have placed in us is humbling and gratifying as we continue to build The Joint brand and revolutionize access to chiropractic care across this nation.

The health and safety of our shareholders and employees is of utmost importance to us. Due to the ongoing pandemic, we ask again that you seriously consider not attending our annual meeting in person. In lieu of in-person attendance, we request that you promptly return your proxy as described in the proxy materials provided to you. Your voice matters, and we encourage you to vote at your earliest convenience. We appreciate your cooperation and support during these unusual and challenging times. We look forward to seeing you in person at next year's annual meeting.

Peter D. Holt

President and Chief Executive Officer

2020 Financial Highlights

The Joint, overcoming the impact of the pandemic, reported strong results in 2020 and the most profitable year in its history. For 2020, The Joint reached another record level for system-wide sales, delivered steady annual same-store sales growth and generated $11.2 million of cash from operations. These achievements reflect the company business model’s resiliency and the validation of future opportunities and growth.

• Opened 66 net new clinics, net	• Improved operating income by	• Expanded corporate clinic
bringing total to 579	$2.1 million to $5.5 million	portfolio by four

• Increased system-wide sales by	• Sold 121 franchise licenses in 2020,	• Improved cash flow from
18% to $260.0 million	nearly equal to 126 in 2019	operations by $3.7 million to $11.2 million

1 Comp sales refers to the amount of sales a clinic generates in the most recent accounting period, compared to sales in the comparable period of the prior year, and (i) includes sales only from clinics that have been open at least 13 full months and (ii) excludes any clinics that have closed.

2 IBIS US Industry Report, Chiropractors in the US, April 2020 -CAGR projected 2020-2025.

16767 N. Perimeter Drive, Suite 110

Scottsdale, AZ 85260

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 28, 2021

Dear Stockholder:

We are writing today concerning the upcoming 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Friday, May 28, 2021, at 10:00 a.m. Mountain Standard Time.

At the Annual Meeting, you will be asked to consider and vote on the following items:

the election to the Board of the seven nominees for director named in this proxy statement;

approval, on an advisory basis, of the compensation of our named executive officers;

ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

any other matter that properly comes before the meeting.

Only stockholders of record at the close of business on the record date of April 14, 2021 are entitled to vote at the Annual Meeting.

If you need directions to the meeting, please call Investor Relations at (480) 245-5960.

Due to the continued ongoing pandemic, we ask that you seriously consider not attending the annual meeting in person again this year. Therefore, we ask that you promptly return your proxy as described in the proxy materials provided to you. For the convenience of our stockholders of record who do not plan to attend the Annual Meeting in person, but who want their shares voted, we have enclosed a proxy card. If you do not plan to attend the Annual Meeting, please complete and return the proxy card in the envelope provided. If you return your proxy card and later decide to attend the Annual Meeting in person, or if for any other reason you want to revoke your proxy, you may do so at any time before your proxy is voted. If you hold your shares through a broker, bank, or other nominee, please see the instructions in the General Information section on how to vote your shares, either by written instruction or in person at the meeting. Please read carefully the enclosed information and our 2020 Annual Report, which includes our Form 10-K for the year ended December 31, 2020, before voting your proxy. This proxy statement and annual report are also available for your review at www.cstproxy.com/thejoint/2021.

This proxy statement and accompanying materials are first being made available to stockholders on or about April 23, 2021.

By Order of the Board of Directors,

Craig Colmar

Secretary

Scottsdale, Arizona

April 23, 2021

Table of Contents	Page
PROXY SUMMARY INFORMATION		1
PROXY STATEMENT		2
EXPLANATORY NOTE		2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2
PROPOSAL 1 - ELECTION OF DIRECTORS		4
Nominees for Director		4
Director Qualifications		12
Committees of the Board		14
Compensation Committee		14
Audit Committee		14
Nominating and Governance Committee		15
Committee Charters		16
Committee Members and Meetings		17
Director Compensation		18
Corporate Governance		19
Executive Sessions of the Board		19
Board Evaluation		19
Related Party Transactions		19
Communications with the Board		20
Risk Oversight		20
Leadership Structure of the Board of Directors		20
Stock Ownership Guidelines		21
AUDIT COMMITTEE REPORT		22
Executive Officers		23
EXECUTIVE COMPENSATION		24
Summary Compensation Table		24
Employment Agreements and Change in Control Arrangements		24
Outstanding Equity Awards at 2020 Year-End		26
Equity Compensation Plan Information		27
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION		28
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM		28
Audit Fees		29
Audit-Related Fees		29
Tax Fees		29
All Other Fees		29
GENERAL INFORMATION		31
ANNUAL REPORT		34
HOUSEHOLDING OF PROXY MATERIALS		34
OTHER MATTERS		34
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL MEETING		34
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		35

SUMMARY INFORMATION

This summary highlights information contained elsewhere in this proxy statement. It does not contain all information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

•	Time and Date:	Friday, May 28, 2021, at 10:00 a.m. Mountain Standard Time
•	Place:	16767 N. Perimeter Drive, Suite 110, Scottsdale, Arizona 85260
•	Record Date:	April 14, 2021
•	Voting:	Stockholders as of the record date are entitled to vote.

Items of Business and Voting Recommendations

	Agenda Item	Board Recommendation	Page

1.	Election of seven directors	FOR EACH NOMINEE	4

2.	Approval, on an advisory basis, of the compensation of our named executive officers	FOR	28

3.	Ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2021	FOR	28

Board Nominees

The following table provides summary information about the nominees for director. Each director is elected by a majority of votes cast.

Nominee	Age	Director Since	Principal Occupation	Committees
Matthew E. Rubel	63	2017	Chair of The Executive Board MidOcean Partners Private Equity Consumer Group; Chair, CEO Empower SPAC; current director of TreeHouse Foods, Inc.; former director of Hudson’s Bay Company and HSNi; former President and CEO of Varsity Brands, Inc.; former Chair and CEO of Collective Brands, Inc. and Cole Haan, Inc.; former Senior Advisor with Roark Capital Group & TPG Capital, L.P.	● Compensation ● Nominating and Governance
James H. Amos, Jr.	75	2015	Current director of ASP UPF Holdings LP and subsidiaries, owns and operates 170 Planet Fitness Gyms under franchise agreements with Pla-Fit Franchise LLC; current Chair of the advisory board of APFI, Procter and Gamble’s franchising initiative; former Chair and Chief Executive Officer of Mail Boxes, Etc.; former Chair of the International Franchise Association	● Nominating and Governance(Chair) · ● Audit
Ronald V. DaVella	63	2014	Chief Financial and Operating Officer, AURA Ventures; current director of Delta Dental of Arizona; current director of Mobile Holding Properties, LLC; current director of NorthStar Security Holdings; former Audit Partner, Deloitte & Touche LLP; former Executive Vice President of Finance, The Alkaline Water Company; former Chief Financial Officer of Nanoflex Power Corporation; former Chief Financial Officer of Amazing Lash Studio LLC	● Audit (Chair) ● Nominating and Governance
Suzanne M. Decker	59	2017	Current Executive Project Sponsor and former Chief Human Resources Officer for Aspen Dental Management, Inc.; current director of Refresh Mental Health	● Compensation (Chair)
Peter D. Holt	62	2016	President and Chief Executive Officer, The Joint Corp.
Abe Hong	49	2018	Chief Operations Officer, Technologent; former Executive Vice President & Chief Information Officer at Discount Tire Company	● Compensation
Glenn J. Krevlin	61	2019	Founder, Managing Partner, Principal and Portfolio Manager of Glenhill Capital Advisors LLC; current director of Centric Brands, Inc. and Design Within Reach, Inc., and former director of Restoration Hardware, Inc.	●  Audit

	Number of Shares Beneficially Owned	Percentage of Shares
Named Executive Officers and Directors
Matthew E. Rubel	14,599	*
James H. Amos, Jr.	96,944	*
Ronald V. DaVella	27,182	*
Suzanne M. Decker	20,599	*
Peter D. Holt	281,010	1.9%
Abe Hong	10,649	*
Glenn J. Krevlin	129,314	*
Jake Singleton	89,626	*
Named executive officers and directors as a group (8 persons)	669,923	4.6%
Beneficial holders of 5% or more of our outstanding common stock
Bandera Partners LLC ⁽¹⁾	1,682,312	11.8%
BlackRock Fund Advisors ⁽²⁾	1,002,072	7.0%
SW Investment Management, LLC ⁽³⁾	865,000	6.1%

Nominee	Position with the Company	Age
Matthew E. Rubel	Lead Director	63
James H. Amos, Jr.	Director	75
Ronald V. DaVella	Director	63
Suzanne M. Decker	Director	59
Peter D. Holt	President, Chief Executive Officer and Director	62
Abe Hong	Director	49
Glenn J. Krevlin	Director	61

	·	integrity and ethical character and an appreciation of these qualities in others,
	·	an absence of conflicts of interest,
	·	the ability to provide fair and equal representation of all stockholders,
	·	demonstrated achievement in one or more fields of business, professional, governmental, communal, scientific or educational endeavor,
	·	sound judgment, resulting from management or policy-making experience, that demonstrates an ability to function effectively in an oversight role,
	·	business understanding, with a general appreciation of major issues facing public companies of a size and operational scope similar to ours,
	·	available time to devote to the business of the Board of Directors and its committees,
	·	competencies and skills which are complementary to those of the existing members of the Board, which skills should include experience in one or more of the following areas: franchising, small box retail, company governance, management, financial matters, marketing and branding, real estate, technology, strategy, risk management and legal affairs, and
	·	professional background, experience, expertise, perspective, age, gender, ethnicity and country of citizenship which will promote diversity on the Board of Directors.

Name	Fees Earned or Paid in Cash	Stock⁽¹⁾⁽²⁾ Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Matthew E. Rubel	$50,000	$40,000	$ -	$ -	$ -	$ -	$90,000
James H. Amos, Jr.	45,000	40,000	-	-	-	-	85,000
Ronald V. DaVella	52,500	40,000	-	-	-	-	92,500
Suzanne M. Decker	45,000	40,000	-	-	-	-	85,000
Abe Hong	45,000	40,000	-	-	-	-	85,000
Glenn J. Krevlin	40,000	40,000	-	-	-	-	80,000

	(1)	The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in reaching this valuation, see “Restricted Stock” in Note 8 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2020.
	(2)	The aggregate number of unvested stock awards outstanding at December 31, 2020, held by each non-employee director was as follows: Mr. Rubel – 2,647; Mr. Amos – 2,647; Mr. DaVella – 2,647; Ms. Decker – 2,647; Mr. Hong – 2,647; and Mr. Krevlin – 2,647.

Category		Stock Ownership Target
CEO		3 times annual total cash compensation
Other §16 Officers		2 times annual total cash compensation
Board of Directors		2 times annual cash retainer

Name	Year	Salary	Bonus	Stock Awards⁽³⁾	Option Awards⁽³⁾	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compensation⁽⁴⁾	Total
Perter D. Holt⁽¹⁾	2020	$410,000	$ -	$43,093	$140,189	$233,998	$ -	$1,577	$828,856
President and Chief Executive Officer	2019	410,000	-	17,395	121,592	256,250	-	315	805,552

Jake Singleton⁽²⁾	2020	225,000	-	29,864	55,949	102,731	-	5,665	419,029
Chief Financial Officer	2019	200,000	-	28,021	46,656	100,000	-	3,408	378,086

	(1)	Mr. Holt has served as our President and Chief Executive Officer since January 2017. Prior to January 2017, Mr. Holt served as Chief Executive Officer from August 2016, acting Chief Executive Officer from June 2016, and Chief Operating Officer from April 2016.
	(2)	Mr. Singleton has served as our Chief Financial Officer since November 2018. Prior to November 2018, Mr. Singleton served as the Company’s Corporate Controller.
	(3)	The amounts in this column represent the share-based compensation expense recorded in our audited financial statements for the years ended December 31, 2020, and 2020. For a discussion of the assumptions used in reaching this valuation, see “Stock-Based Compensation” in Note 8 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2020.
	(4)	The amounts in this column represent company contributions (including matching contributions), whether or not vested, on a nondiscriminatory basis to a defined contribution plan (e.g., 401(k) plan).

	Option Awards⁽¹⁾									Stock Awards⁽²⁾
Name	Number of securities underlying unexercised options exercisable		Number of securities underlying unexercised options unexercisable			Option exercise price		Option expiration date		Number of shares of stock that have not vested			Market value of shares that have not vested
Peter D. Holt		95,000		—	⁽³⁾	$	3.14		5/3/2026
		50,000		—	⁽⁴⁾	$	2.23		7/11/2026
		20,003		—	⁽⁵⁾	$	3.88		5/9/2027
		11,250		3,750	⁽⁶⁾	$	5.51		11/10/20277
		10,807		10,807	⁽⁷⁾	$	8.25		8/7/2028
		8,679		26,039	⁽⁸⁾	$	12.02		3/5/2029
		—		21,992	⁽⁹⁾	$	14.68		3/3/2030
		—		—			—		—		11,147	⁽¹⁰⁾	$	292,720
Jake Singleton		10,000		—	⁽¹¹⁾	$	4.10		3/14/2026
		20,000		—	⁽¹²⁾	$	2.24		8/9/2026
		10,473		—	⁽¹³⁾	$	3.88		5/9/2027
		7,500		2,500	⁽¹⁴⁾	$	5.51		11/10/2027
		1,621		1,621	⁽¹⁵⁾	$	8.25		8/7/2028
		17,500		17,500	⁽¹⁶⁾	$	7.10		11/6/2028
		—		10,057	⁽¹⁷⁾	$	14.68		3/3/2030
		—		—			—		—		7,527	⁽¹⁸⁾	$	197,659

	⁽¹⁾	Outstanding stock options at December 31, 2020, become exercisable in accordance with the vesting schedule below. Each option award expires on the ten-year anniversary of the grant date.
	⁽²⁾	Restricted stock awards at December 31, 2020, become exercisable in accordance with the vesting schedule below. Market value at December 31, 2020, and December 31, 2019, was $26.26 and $16.11, respectively.
	⁽³⁾	Options to acquire 95,000 shares were granted on May 3, 2016, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽⁴⁾	Options to acquire 50,000 shares were granted on July 11, 2016, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽⁵⁾	Options to acquire 20,003 shares were granted on May 9, 2017, and vested in full on March 31, 2018.
	⁽⁶⁾	Options to acquire 15,000 shares were granted on November 10, 2017, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽⁷⁾	Options to acquire 21,614 shares were granted on August 7, 2018, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽⁸⁾	Options to acquire 34,718 shares were granted on March 5, 2019, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽⁹⁾	Options to acquire 21,992 shares were granted on March 3, 2020, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹⁰⁾	Restricted stock awards of 5,027 shares, 6,140 shares, and 2,273 shares were granted on March 3, 2020, March 5, 2019, and August 7, 2018, respectively, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date.
	⁽¹¹⁾	Options to acquire 10,000 shares were granted on March 14, 2016, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹²⁾	Options to acquire 20,000 shares were granted on August 9, 2016, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹³⁾	Options to acquire 10,473 shares were granted on May 9, 2017, and vested in full on March 31, 2018.
	⁽¹⁴⁾	Options to acquire 10,000 shares were granted on November 10, 2017, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹⁵⁾	Options to acquire 3,242 shares were granted on August 7, 2018, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹⁶⁾	Options to acquire 35,000 shares were granted on November 6, 2018, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹⁷⁾	Options to acquire 10,057 shares were granted on March 3, 2020, and one-quarter (25%) of the option shares vest on each of the first four anniversaries of the grant date.
	⁽¹⁸⁾	Restricted stock awards of 2,299 shares and 10,455 shares were granted on March 3, 2020 and August 7, 2018, respectively, and one-quarter (25%) of the restricted shares vest on each of the first four anniversaries of the grant date.

Plan Category	(a) Number of securities to be issued upon exercise of options, warrants and rights(1)	(b) Weighted-average exercise price of outstanding options, warrants and rights(2)	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a)) (3)
Equity compensation plans approved by security holders	835,601	$ 6.65	321,374
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total	835,601	$ 6.65	321,374

	⁽¹⁾	This number includes the following: 3,560 shares subject to outstanding awards granted under the 2012 Plan and 832,041 shares subject to outstanding awards granted under the 2014 Plan.
	⁽²⁾	The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options.
	⁽³⁾	This number consists of 321,374 shares available for issuance under the 2014 Plan.

	·	Proposal 1 (election of directors): Each nominee for election as a director must receive more “For” votes than “Against” votes in order to be elected as a director. Abstentions and broker non-votes will not be included in the vote tally and will not have any effect on the voting.
	·	Proposal 2 (vote, on an advisory basis, of the named executive officer compensation): This proposal requires for approval the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, therefore, will have no effect on the proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
	·	Proposal 3 (ratification of the appointment of our independent registered public accounting firm): This proposal requires for approval the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote “Against.” Brokers will have discretionary authority to vote Proposal 3, and therefore there will not be any broker non-votes on this matter.

SEC Form DEF 14A filed by The Joint Corp.