Board Justification

The compensation program is designed to support the business strategy and attract, retain, and motivate the performance and continuity of the leadership team, with a focus on variable, performance-based incentives that align with the company's financial performance and stockholder interests.

Board Justification

Mr. Lawton’s target award under the CIP was 150% of his base salary. The award can range from 0% of his base salary, if the Company achieves less than 90% of target net income, to 300% of his base salary, if the Company’s net income meets or exceeds 110% of the target. He was awarded 122.9% of his base salary under the CIP due to the Company attaining 95% of target net income and three of the six strategic initiatives attaining above target achievement.

Board Justification

This includes contributions to the 401(k) plan, deferred compensation plan, group term life insurance, and employer-paid healthcare.

Board Justification

No specific vested stock amount was mentioned for 2023, only the total compensation includes stock options and RSUs that are not included in the total calculations.