Board Justification

The compensation philosophy emphasizes performance-based compensation aligned with shareholder interests, focusing on long-term value creation and retention of key executives.

Board Justification

No bonus was awarded for 2022 as Mr. Smith transitioned to Executive Chair and did not participate in the Annual Incentive Program.

Board Justification

Other compensation includes cash severance payments of $6,543,110 received upon his departure from the organization, along with matching contributions to the 401(k) Plan and imputed income associated with reserved parking and company-paid life insurance.

Board Justification

Mr. Smith received 178,784 shares of restricted stock granted as part of his long-term incentive award, which vests in equal installments over three years, subject to continued employment.