Board Justification

We believe the most effective way to achieve these objectives is to reference the market median for target direct compensation, with adjustment for performance and experience, and to offer performance-based incentives tied to clearly articulated performance measures aligned to our key strategic and financial goals that reward our executives for over-performance and hold them accountable for under-performance.

Board Justification

The final award can range from 0% to 200% of target, depending on the financial and non-financial performance of the Company against pre-set performance targets.

Board Justification

Includes matching contributions made on behalf of the NEOs by the Company pursuant to the Company’s 401(k) plan, premiums paid by the Company with respect to long-term disability insurance for the benefit of the NEOs, matching contributions made on behalf of the NEOs by the Company pursuant to the Company’s non-qualified deferred compensation plan, dividends accrued in the form of dividend equivalents on restricted stock units, excluding the impact to the number of performance-based restricted stock units based on relative TSR performance, financial planning services, premiums paid by the Company with respect to executive group term life insurance, access to executive physicals, and with respect to Mr. Casper, premiums paid by the Company for a term life insurance policy for the benefit of Mr. Casper, personal security services, and the incremental cost to the Company of his non-business use of Company aircraft as authorized by the Compensation Committee, which has determined that such aircraft usage increases the security, availability, and productivity of the CEO, providing substantial benefits that justify the cost.

Board Justification

N/A