Board Justification

The compensation program is designed to reward high levels of performance at the Company and individual levels, aligning executive compensation with the creation of long-term stockholder value.

Board Justification

Subject to the terms and conditions of the Executive Bonus Plan, Mr. Rutten is eligible each year for a cash bonus with a target amount equal to 135% of his then-current salary. For 2023, the actual bonus was calculated based on the performance measures of Revenue, Operating Income, and Individual Performance, resulting in a payout of 65% of the target bonus.

Board Justification

Includes housing payments, tax-related payments, and other payments related to Mr. Rutten's assignment in Singapore.

Board Justification

The RSUs granted in February 2023 will vest in four equal installments beginning on February 16, 2024 and ending on February 16, 2027, subject to the recipient’s continued employment with the Company at the time of vesting. The RSUs granted to Mr. Rutten in December 2023 will vest in full on July 1, 2024, subject to Mr. Rutten’s continued employment with the Company at the time of vesting, except in the event Mr. Rutten is terminated by the Company without Cause.