Board Justification

In order to promote long-term stockholder value creation, link the compensation of our executive officers to our long-term strategic goals and key drivers of our business, and align pay with performance, the primary focus of our compensation philosophy and program is on the long-term elements of target total compensation. Our executive compensation program is designed to achieve the following objectives: Attract & Retain Talent, Alignment with Stockholders, Pay-for-Performance, Reinforce Our Mission & Values.

Board Justification

The Annual Cash Bonus Plan included Company Goals and an Individual Modifier. The Company Goals portion applied to all of our NEOs and consisted of three equally weighted financial goals (60% of our annual cash bonus), and four equally weighted key strategic and operational priorities (40% of our annual cash bonus). The Individual Modifier can increase or decrease the bonus payable to each NEO by 50% - 150%, based on individual performance, with a maximum bonus payable to each NEO capped at 200% of target. The Compensation Committee believes the inclusion of the Individual Modifier in our Annual Cash Bonus Plan provides a structure that allows for the recognition of individual achievement, while also holding each NEO accountable for their personal performance.

Board Justification

Includes a premium for long-term disability insurance, costs related to a financial management service benefit provided to executives of the Company, payments for certain broad-based benefits provided to all eligible employees, a discussion of which can be found in the “Other Benefits” section in the CD&A, and costs incurred for Mr. Khosrowshahi’s security and personal safety. Security and personal safety costs include $36,050 for the aggregate incremental costs we incurred related to personal transportation services, including vehicles and drivers, accommodation, and certified protection officers, $779,309 in aggregate costs of non-recurring residential security, with such amount deemed necessary based on a third-party security and threat level risk assessment on Mr. Khosrowshahi’s residence, $17,602 in aggregate incremental costs of protective intelligence services, and $123,728, which represents the incremental cost to the Company for Mr. Khosrowshahi’s personal use of private aircraft.

Board Justification

Reflects the closing price of our common stock on the vesting date multiplied by the number of shares vested.