Board Justification

The compensation programs are designed to support business goals and promote both short-term and long-term growth, reflecting a results-oriented corporate culture that rewards achievement of aggressive goals.

Board Justification

Based on the Company’s performance for 2023, both quantitative and qualitative, Mr. Fachner received a 2023 non-equity incentive payment of $1,324,945, approximately one hundred thirty-nine percent (139%) of the target amount.

Board Justification

Includes automobile lease payments, company paid fuel cards, and 401(k) company match. For Mr. Fachner, also includes membership fees at a local country club.

Board Justification

The time-vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $396.57 million in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Fachner remains employed for an additional year thereafter.