Board Justification

We believe that effective executive compensation programs are critical to our long-term success. We have developed compensation programs with the following objectives: attracting and retaining world-class executives through a total compensation opportunity that is competitive within the various markets in which we compete for talent; encouraging a pay-for-performance mentality by directly relating variable compensation elements to the achievement of financial and strategic objectives without encouraging undue risk-taking. Incentive plans are designed to recognize and reward accomplishing individual and organizational goals, as well as our long-term objectives; and promoting a direct relationship between executive compensation and our stockholder interests.

Board Justification

The 2024 annual incentive plan for corporate executives was based on achieving a combination of two financial measures, corporate EBIT of $799.1 million and corporate net sales of $4.0258 billion. Eighty percent (80%) of the incentive opportunity was based on EBIT and twenty percent (20%) on net sales.

Board Justification

Other compensation includes payments for life insurance premiums, executive physicals, if taken, and spouse travel. Also reflects relocation benefits of $382,556 for Mr. Shafer, who joined the company in March 2024 including associated tax equalization of $58,293 in accordance with our relocation policy, which applies to every employee relocated at our expense.

Board Justification

No stock vested for Stephen M. Shafer in 2024.