Board Justification

The Company emphasizes pay for performance and aligns executive compensation with business objectives and performance, creating long-term shareholder value.

Board Justification

No cash incentive bonus with respect to the revenue and EBITDA performance goals will be paid for results less than 80% of an applicable target. Payment with respect to the revenue and EBITDA performance goals are linear above 80% of the applicable target goal and subject to a 200% cap. Payment with respect to the Diversity Goals is straight-line for growth over the baseline subject to the 200% cap and the Inclusion Goal is subject to a 70% achievement threshold and paid linear above the applicable target and subject to the 200% cap at a 90% achievement level.

Board Justification

Includes communication stipend and contributions to 401(k) plan.

Board Justification

Composed of the following equity awards: (i) 858 RSUs which vest in equal quarterly increments through November 1, 2023; (ii) 3,197 RSUs which vest in equal quarterly increments through November 1, 2024; and (iii) 9,860 RSUs from the annual equity award issued in fiscal year 2023 which vest in equal quarterly increments through November 1, 2025, subject to the Company achieving performance criteria and assuming target payout.