Board Justification

The guiding principle of our compensation program is the maintenance of a strong link among an employee’s compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee performs services. The primary objectives of our program are to: • attract, retain, and motivate talented management; • reward management with competitive total compensation for achievement of specific corporate and individual goals; • make management long-term stakeholders in the Company; • help ensure management’s interests are closely aligned with those of our stockholders; and • maintain consistency in compensation.

Board Justification

The Short-Term Plan was designed to provide target short-term incentive compensation from 50% to 90% of each NEO’s 2024 salary midpoint. The final payout, however, may be higher or lower than the target amount, depending on actual Company performance.

Board Justification

Other compensation includes employer qualified profit sharing contributions, employer excess plan profit sharing contributions, other qualified employer retirement contributions, other excess plan employer retirement contributions, employer paid life insurance premiums, severance payments and benefits, and other miscellaneous compensation.

Board Justification

Awards under the Long-Term Equity Plan are paid partially in cash and partially in the form of fully vested shares of stock subject to transfer restrictions generally for a period of 10 years for NEOs, from the last day of the performance period.