Board Justification

Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, with variable components to deliver pay results that are consistent with our success and their contribution to that success. We believe compensation should be structured to ensure that a significant portion of compensation opportunity is related to factors that directly and indirectly influence stockholder value. Accordingly, we set goals designed to link each NEO’s compensation to our performance and the NEO’s own performance.

Board Justification

The Compensation Committee further adjusted the formulaic payouts to certain of the NEOs based on the CEO’s recommendations and the Compensation Committee’s subjective assessment of the NEO’s individual performance, business impact, contributions and leadership

Board Justification

Employer contributions under 401(k) Plan, Employer contributions under Deferred Compensation Plan, Company-paid life and disability insurance premiums, Company-paid Personal Umbrella Liability Insurance premiums, Wellness program rewards, Vacation Payout

Board Justification

Performance was measured from January 1, 2022 through the end of December 31, 2024 using a 20-day average share price for the starting and ending dates and including the impact from re-invested dividends. As indicated below, our three-year annualized relative performance was at the 100th percentile of the TSRs of the comparator group, resulting in a 200% payout of the units granted.