Board Justification

Our compensation philosophy is to pay for performance as well as to offer competitive compensation to attract and retain talented executive officers. A significant portion of an executive officer’s total compensation depends on the executive officer’s performance relative to operational and financial objectives. We stress a compensation philosophy that is performance-driven, with relatively moderate base salaries, bonuses through our MIP and awards through our long-term incentive equity program that are performance-based, and equity compensation where realized value depends on stock price performance.

Board Justification

Bonuses granted to executive officers under our MIP are determined by the Compensation Committee based upon quantitative considerations. The Compensation Committee establishes specific performance goals for each participant, which must be achieved for an award to be earned under our MIP for that fiscal year. The Compensation Committee sets reasonably stringent minimum MIP hurdles and performance metrics.

Board Justification

This amount is comprised of the Company’s contribution to a French retirement insurance program on behalf of Mr. Zammit in the amount of $3,968; premium payments by the Company to a third-party administrator for a retirement arrangement in Belgium in the amount of $9,756; $23,046 for use of a Company-provided vehicle; $86 of medical/hospitalization insurance; $89,172 fees paid to a service provider for services related to Mr. Zammit’s taxes and other compensation related matters; taxable prizes of $3,552, tax gross-up payments of $1,143, $84,963 for personal housing and utilities, $19,535 for global medical benefits plan, $17,269 for personal travel expenses for Mr. Zammit’s spouse, $3,045 for tickets to a sports event and related expenses for Mr. Zammit and spouse provided by third party, $9,000 for spouse attendance as Mr. Zammit’s guest at multi-day business event including activities hosted by and provided by third party.

Board Justification

Stock awards granted prior to October 2021 vest as to 20% of the shares on each of the first five anniversaries of the grant date, except as otherwise noted. Stock awards granted after October 2021 but prior to October 2022 vest as to 25% of the shares on each of the first four anniversaries of the grant date, except as otherwise noted. Beginning with the grants in October 2022, all stock awards vest as to 33% of the shares on each of the first three anniversaries of the grant date, except as otherwise noted.