Board Justification

Our compensation program is based on a pay-for-performance philosophy and is designed to incentivize executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.

Board Justification

Bonus amounts generally represent payments under our AIP for the year indicated, for which payments are made in the first quarter of the following year. The AIP constitutes a non-equity incentive plan under FASB ASC Topic 718.

Board Justification

Amounts for 2023 represent: (i) 401(k) matching contributions of $14,850, (ii) dividends received on RSUs in the amount of $59,032, and (iii) for Mr. Tobin, $133,309 for the 4.5% non-elective contributions in the nonqualified deferred compensation plan, since he does not participate in the PRP.

Board Justification

The performance shares vested in 2023 are based on the three-year performance period of 2021-2023, and the performance is measured on relative TSR as described above. Consistent with our value creation over the three-year performance period, the performance shares vested in 2023 had a payout percentage of 76.6% for our NEOs.