Board Justification

Our basic philosophy has long been that employees should have a meaningful portion of their total compensation tied to performance and that we should use incentives which are intended to drive and reward strong performance. In furtherance of this philosophy, there is broad-based participation among our full-time, non-union employees in some form of incentive compensation program.

Board Justification

The NEOs participate in our Annual Incentive Plan for Executives, under which opportunities to earn cash bonuses are tied to the attainment of annual results. Bonuses are generally tied to achieving specified levels (threshold, target and maximum) of Corporate and/or segment performance for the applicable fiscal year performance period. The type of performance measured and the weighting of those measurements is noted below. Restructuring charges and other selected items are excluded from all calculations, and the impact of inventory holding gains or losses is factored out in calculating Corporate Adjusted EBITDA.

Board Justification

The amounts in this column represent our contributions and our matching contributions made under the 401(k) Plan which are described in the section captioned “Executive Compensation — Compensation Discussion and Analysis — Compensation Components — 401(k) Plan” in this Proxy Statement. The amounts in this column represent our contributions and our matching contributions made under the 2005 NQ Plan to the bookkeeping accounts of the NEOs. See the “Non-Qualified Deferred Compensation for Fiscal 2025” table in this Proxy Statement for more information concerning the contributions made by us under the 2005 NQ Plan for fiscal 2025. The amounts in this column represent the dollar value of the group term life insurance and disability insurance premiums paid by us on behalf of the NEOs. Perquisites generally include dues and similar fees paid by us for Club memberships used by certain NEOs for both business and personal use.

Board Justification

These rows show the restricted stock awarded effective June 27, 2024 under the 1997 LTIP, which will cliff vest one year after the grant date. The terms of these awards, and the manner in which the grant date fair value of these awards were computed, are substantially the same as for the restricted stock described in footnote (3) above.