Board Justification

The main objective of the Company’s compensation philosophy is to provide its executive officers and management with a total compensation package that is competitive and equitable, and which encourages and rewards performance based in part upon the Company’s performance in terms of increases in long-term shareholder value.

Board Justification

In November of 2023, in connection with Mr. Johnson’s retirement in January of 2024, his stock option award granted in February of 2023 was cancelled and substituted with a cash-based award with an equivalent grant-date fair value of the cancelled stock option award equal to $1,475,000, which is included in the “Bonus” column for the year ended December 31, 2023.

Board Justification

All Other Compensation

Board Justification

Mr. Johnson retired as Chief Executive Officer on January 31, 2024, at which time, in accordance with the Company’s policy for retirement eligible Team Members, his outstanding unvested awards vested and the remaining term was set to one year.