Board Justification

Executive compensation should be designed to: Attract, retain and reward executives who contribute to our overall success by offering compensation packages that are competitive with those offered by other employers with which we compete for talent. Achieve a balance and alignment between (i) performance-based compensation that rewards corporate and individual achievement and stockholder value creation, and (ii) compensation that supports our long-term retention efforts.

Board Justification

The annual Executive Incentive Plan (our “Bonus Plan”) is intended to motivate our senior executives, including our NEOs, to achieve short-term corporate objectives by providing a competitive cash bonus, which is earned based upon the achievement of pre-determined Company performance goals, relating to Operating Margin Dollar (as defined below), the Company’s “balanced scorecard” objectives (as described below) and individual performance.

Board Justification

Consists of Company Matching Contribution to 401(k) Plan, Company-Paid Financial Planning and Tax Preparation Costs, and Long-Term Disability and Term Life Insurance Premium.

Board Justification

The fiscal year 2022 PRSUs were earned based on our Relative Free Cash Flow Margin attained over the three-year period ended June 30, 2024. In August 2024, the Compensation and Talent Committee and, in the case of Mr. Wallace, the Outside Directors, determined the extent to which the fiscal year 2022 annual PRSUs had been earned: a 150% payout at the 82nd percentile of our industry peer group.