Board Justification

Our executive compensation and benefit programs are designed to advance the following core compensation philosophies and principles: •We strive to compensate our executives at competitive levels to ensure that we attract, retain and motivate our key management employees who we expect will contribute significantly to our long-term success and value creation. •We link our executives’ compensation to the achievement of pre-established financial and individual performance goals that are focused on the creation of long-term shareholder value. •Our executive compensation policies are designed to foster an ownership mentality and an entrepreneurial spirit in our management team. We try to do this by providing our executives with a substantial long-term incentive compensation component that helps to more closely align our management’s financial interests with those of our shareholders over an extended performance period, and that otherwise encourages our management team to take appropriate market-responsive risk-taking actions that will facilitate our long-term growth and success.

Board Justification

The targeted fiscal 2023 incentive bonus award for Mr. Stephen H. Marcus was based on a fixed percentage (0.125%) of our fiscal 2023 consolidated Adjusted EBITDA results.

Board Justification

300,127 of the amount in this column for Mr. Stephen Marcus represents payments received under our Supplemental Plan in each of fiscal 2023

Board Justification

N/A