Board Justification

The Talent & Compensation Committee believes that the Company’s ability to excel depends in large measure on our ability to attract and retain well-qualified executives who create and execute successful long-term strategies that grow sales and profits, increase shareholder value, and promote appropriate risk management. Paying for performance is a long-standing, underlying principle of our compensation programs.

Board Justification

Earned under the annual short-term Bonus Plan. The resulting payout for the NEOs and other participants was 200%.

Board Justification

Car allowance, financial planning, dining discount, health club reimbursement, annual executive physical, company matching contributions to the qualified 401(k) Plan, life insurance, executive retiree medical insurance, long-term care insurance, and security expenses

Board Justification

Reflects the vesting of one-third of the RSUs granted in fiscal 2024, and the RSUs granted in fiscal 2022 to make him whole for certain foregone compensation from his prior employer