Board Justification

Our compensation philosophy is performance-based and focuses on aligning the financial interests of our executive officers, including our NEOs, with those of our Shareholders. Key components of our compensation philosophy are as follows: Attract, motivate, and retain key talent needed to continue Hamilton’s growth: We recruit talent with diverse experience, expertise, capabilities, and backgrounds to lead the profitable growth of our business and to execute our strategy. We reference the amounts and components of executive officer compensation in the companies in our compensation peer groups in recruiting our executive officers and determining competitive pay levels. Provide a significant portion of total pay in variable pay that aligns actual payments with performance outcomes (pay for performance): We structure the compensation of our executive officers to have a significant portion that is variable and at-risk based on Company performance, given the executives’ greater ability to influence the achievements of the enterprise as a whole. The variable components include annual cash incentives and long-term equity incentives. As actual variable compensation earned is tied directly to the achievement of financial, strategic, and business goals and our equity value, with upside potential when executives exceed target goals, the higher allocation to variable pay fosters a pay-for-performance culture. Provide rewards for attainment of tangible objectives, while also considering the external context: We have designed our executive compensation program to incentivize our executive officers to achieve goals that advance our strategic and business objectives and increase Shareholder value by closely linking Company performance and their individual performance to the compensation they earn. We specify clear and measurable quantitative and qualitative goals that, in combination and if achieved, are designed to elevate our results and returns to Shareholders. We strive for our reward offerings to be market competitive, aligned with market practice and considerate of Shareholder interests. Align executive officers’ interests with those of the Company and its Shareholders, via equity-based and other long-term incentive compensation: Equity-based and other long-term incentive compensation constitutes a significant portion of our executive officers’ overall compensation. We use equity as the primary form for long-term incentive opportunities to motivate and reward executive officers to (i) achieve multi-year strategic goals and (ii) deliver sustained long-term value to Shareholders. Using equity for long-term incentives creates strong alignment between the interests of executive officers and those of our Shareholders. It provides executive officers with a common interest with Shareholders in share price performance and fosters an ownership culture among executive officers by making them Shareholders with a personal stake in the value they are being motivated to create. Reward talent through a fair, competitive, and reasonable process: We believe that our executive compensation program should incentivize our executive officers to achieve our business goals and enable us to attract and retain executives whose talents, expertise, leadership, and contributions are expected to build and sustain growth in long-term Shareholder value. To achieve these objectives, we regularly review our compensation policies and overall program design to ensure they are aligned with the interests of our Shareholders and our business goals, and that the total compensation paid to our executives is fair, reasonable, and competitive for our size and stage of development.

Board Justification

The Compensation and Personnel Committee determined the bonus pool funding level based on the level of actual performance relative to the goals. To motivate performance and underscore the importance of achieving, or closely approaching, the financial measure goal at this critical time in our development, the Compensation and Personnel Committee set the funding level at 0% for achievement below the threshold level of performance. For performance between the threshold level and the target level, the funding level increases from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the funding level ranges from 100% of the target opportunity to 200% of the target opportunity. Achievement above the maximum level is capped at the maximum funding level of 200% of target. For performance between the threshold and target and between target and maximum, the bonus funding level is determined by linear interpolation. For the strategic and operational measures, the Compensation and Personnel Committee similarly determines achievement relative to each measure based on its qualitative rating of where performance fell on a scale of “does not meet” to “exceed” and translates that performance level to a corresponding bonus funding level ranging from 0% to 200%.

Board Justification

The amounts shown in this column for the fiscal year ended December 31, 2024 include (i) contributions by the Company to retirement plans or cash payments in lieu of contributions as follows: $130,000 for Ms. Albo

Board Justification

The amounts shown in this column represent the number of RSUs that vested and the 2021-2023 PSUs that were earned for each NEO during the fiscal year ended December 31, 2024.