Board Justification

The compensation philosophy is centered around creating a strong link between the performance of business objectives and the value of compensation, with a significant emphasis on performance-based pay.

Board Justification

The bonus for 2013 reflects amounts earned for the year ended December 31, 2013 under the 2013 PEP, which amounts were paid in cash up to the target level and 50% in cash and 50% through the grant of RSU awards in the first quarter of 2014 for amounts in excess of target, pursuant to the terms of the 2013 PEP.

Board Justification

Other compensation includes matching contributions to the 401(k) Plan and personal use of corporate aircraft.

Board Justification

The stock that vested in 2013 includes RSUs that were granted under the 2012 PEP for performance in excess of the target performance level, reflecting 50% of the value of each executive’s 2012 PEP payment in excess of their respective target payment level. These RSUs will vest in two equal installments on the second and third anniversaries of their February 25, 2013 grant date.