Board Justification

Our executive compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure, and capitalize on, our success. The program seeks to closely align executive compensation with our short- and long-term business objectives, business strategy and company-wide financial performance.

Board Justification

Mr. Wagner received a final-adjusted payout, based on his bonus percentage of 0.15% for the six months ended June 30, 2024 and 0.175% thereafter, equal to $284,520. Additionally, Mr. Wagner was eligible to receive an annual bonus with a target opportunity equal to $500,000 based on the achievement of certain performance objectives determined by the Company. For fiscal 2024, Mr. Wagner received an annual bonus of $500,000, which is equal to 100% of his target bonus.

Board Justification

Amounts in this column include the following for fiscal 2024: Personal Use Car ($32,076), Tax Gross-up Payments (Company Car) ($25,511)

Board Justification

Represents the closing stock price on the NYSE on the vesting date multiplied by the number of shares underlying the executive’s RSU grant that vested.