Board Justification

The basic premise of the Company’s executive compensation philosophy is to pay for performance. The Company’s intention is to foster a performance-driven culture with competitive total compensation as a key driver for all employees. Compensation levels commensurate with Company performance are designed to align the interests of our employees with the interests of our stockholders. To better align our NEOs’ compensation with the interests of our stockholders, a substantial portion of compensation is at-risk and performance-based.

Board Justification

Discretionary annual incentive award, Mr. Rojo opted out of the potential opportunity to receive this discretionary annual incentive award in order to increase the available discretionary pool of annual incentive awards for other executive officers.

Board Justification

Includes Company contributions (including profit-sharing contributions) to each NEO’s defined contribution accounts, personal use of Company-leased vehicles and airline club memberships, long-term disability insurance premiums and spousal travel.

Board Justification

Includes performance shares that were granted in 2021 and vested in 2024 as a result of the Company achieving certain financial performance targets during the performance period ended December 31, 2023 and RSUs that vested during 2024.