Board Justification

The goal of our executive compensation program is to create long-term value for our investors, while at the same time rewarding our executives for superior financial performance and encouraging them to remain with us for long, productive careers. We believe the most effective way to achieve this objective is to design an executive compensation program rewarding the achievement of specific annual financial goals and aligning executives’ interests with those of our investors by further rewarding performance above established goals and granting long-term incentive compensation in the form of equity grants. We use this philosophy as the foundation for evaluating and improving the effectiveness of our executive pay program. The core elements of our 2022 executive compensation philosophy were that compensation be market competitive, performance-based, investor aligned, and financially efficient.

Board Justification

N/A

Board Justification

Represents compensation due to Mr. Tabak under the Tabak Employment Arrangement

Board Justification

In connection with his retirement, the Compensation Committee: (i) granted Mr. Tabak, on February 8, 2022, fully vested shares of restricted stock with a value of $2,000,000 as part of the compensation due to Mr. Tabak under the Tabak Employment Arrangement (as defined below); and (ii) amended the vesting of his 2021 annual grant of restricted stock units to provide for such restricted stock units to vest in 18 substantially equal monthly installments, with the first installment vesting on August 4, 2021, the second installment vesting on August 31, 2021 and each remaining installment vesting on the last day of each of the next 16 calendar months thereafter, with the last installment vesting on December 31, 2022, so long as Mr. Tabak remained Chief Executive Officer until his retirement and Chair of the Board of Directors through each applicable vesting date thereafter (subject to certain exceptions that provide for acceleration of vesting upon certain events, such as a change in control, a termination without “cause”, a termination for “good reason,” or death/disability).