Board Justification

Our executive compensation program is designed under the direction of the CHCM Committee to attract, motivate and retain high quality executive officers and to align our pay-for-performance philosophy with our overall business and strategic objectives. This pay-for-performance philosophy is intended to ensure that our NEOs’ interests are aligned with those of our stockholders in incentivizing long-term value creation, while disincentivizing inappropriate actions, including unnecessary or excessive risk taking.

Board Justification

The STI Corporate Funding Level for the NEOs’ STI awards was determined based on the CHCM Committee’s assessment of the Company’s performance against a pre-established set of shared financial and strategic performance metrics and objectives.

Board Justification

Other compensation includes savings plan contributions, benefit restoration plan contributions, imputed income for long-term disability insurance, imputed income for life insurance, and contributions to charitable organizations made pursuant to the Company’s matching charitable gift program.

Board Justification

The number of vested 2021 BV RSUs was based on the cumulative growth in the Company’s LTI Book Value per Share (defined in the same manner as the BV RSUs granted in 2024), ranging from 0% at a growth rate of less than 10% to a maximum of 200% for a growth rate equal to or greater than 40%. Over the three-year performance period, the Company’s LTI Book Value per Share grew 60%. Consequently, the 2021 BV RSUs vested at 200% of the NEO’s target number of RSUs on May 15, 2024.