Board Justification

The Committee supports compensation policies that place a heavy emphasis on pay for performance. The Committee continuously reviews the structure of our executive compensation program and, based on shareholder feedback over recent years, has endeavored to further strengthen the link between pay and performance, while enhancing our disclosure of executive compensation structure and practices.

Board Justification

Based on the overall performance of the Company’s against its annual financial and qualitative performance goals for the year. The Committee considered the performance of the Company across a broad spectrum of profit and revenue goals, including total revenues, operating income, net income, earnings per share, Adjusted EBITDA, EBITDA margins, subscription revenue and free cash flow as a percentage of revenue.

Board Justification

matching contributions of $13,800 to the 401(k) accounts and Company contributions into the DCP accounts of $40,518

Board Justification

25% of the RSUs granted respectively, on March 1, 2020, March 1, 2021, March 1, 2022 and March 1, 2023, which vested on February 29, 2024 and 50% of the special retention RSUs granted on June 1, 2023, which vested on May 31, 2024