Board Justification

The goal of the Company’s compensation program, as administered by the Compensation Committee, is to facilitate the creation of long-term value for its shareholders by attracting, motivating, and retaining qualified senior management. To this end, the Company has designed and administered the Company’s compensation program to appropriately reward its executives for sustained financial and operating performance, to align their interests with those of the Company’s shareholders, and to encourage them to remain with the Company for long and productive careers.

Board Justification

Mr. Guichard was not eligible for annual bonuses during fiscal year 2016 due to his new role as non-executive Chairman of the Board.

Board Justification

Other compensation includes company contributions to retirement savings plan and costs associated with medical exams from a nationally recognized medical clinic.

Board Justification

No vested stock information provided in the given text.