Board Justification

The compensation committee worked with the Company’s independent compensation consultant to make several changes to how we compensate our named executive officers that were responsive to our Say-on-Pay vote in 2022 and in the ongoing best interests of our stockholders, in light of the evolving business environment and strategic direction of the Company.

Board Justification

The 2023 cash bonus awards were earned based 35% on Relative ROE, 35% on Relative TSR and 30% on achievement of strategic goals by each named executive officer during the 2023 cash bonus measurement period.

Board Justification

The amounts in this column for 2023 represent matching contributions of up to 6% of each named executive officer’s base salary that were made by us with respect to each of the named executive officers pursuant to our Section 401(k) plan.

Board Justification

The RSUs granted in 2023 represent the Fixed LTI bonus for 2023. The numbers of shares granted were based on the applicable dollar amount of the award for the specific named executive officer divided by the average daily VWAP for the Company’s common stock for the 20 consecutive trading days ending on December 30, 2022.