Board Justification

The objectives of the compensation program for the NEOs are to attract, motivate and retain talented individuals who are committed to achieving our long-term strategic objectives and creating stockholder value. Our compensation program is designed to align the incentives of our executives with our stockholders’ interests, and to promote the achievement of key corporate performance measures as determined by the Compensation Committee each year.

Board Justification

The amounts included in this column reflect the amount of the 2022 annual incentive awards earned by each of Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik based upon the Company’s achievement of objective performance metrics. Each of Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik elected to receive their 2022 annual incentive awards in the form of fully vested shares of Class A Common Stock rather than cash.

Board Justification

Amounts reported in the 'All Other Compensation' column for Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik include non-elective contributions to each such NEO’s 401(k) plan account.

Board Justification

No additional stock awards were granted to Mr. Welch in 2022 outside the merger consideration described above under 'Compensation Discussion and Analysis—2022 Post-Transaction NEO Compensation—Equity Awards—Consideration Allocation Shares.'