Board Justification

In evolving the 2024 executive compensation program, the Compensation Committee sought to design a program that incentivizes executives to focus on executing on our long-term strategy and achieves the following objectives: Attract and Retain Top Talent: We operate in a highly dynamic industry where the market for talent is extremely competitive. We rely on our Named Executive Officers to execute on the Company’s strategies and initiatives for long-term success. To attract and retain top talent, we aim to provide highly competitive compensation packages for all our key positions, including our Named Executive Officers, and pay employees at their personal top of market. Pay for Performance: The Compensation Committee sought to tie a significant portion of each Named Executive Officer’s total target compensation to Company performance, both in the short and long term. Align with Shareholder Interests: The 2024 compensation structure is intended to promote strong alignment with shareholders by increasing the proportion of performance-based incentives and long-term equity awards with multi-year vesting or performance requirements.

Board Justification

The Compensation Committee expanded participation in the annual performance-based cash bonus program (the “Bonus Program”) under the Company’s Amended and Restated Performance Bonus Plan (the “Bonus Plan”) to all Named Executive Officers with target bonus opportunities at 200% of base salary for 2024.

Board Justification

Includes $13,800 representing our matching contribution made under our 401(k) plan, $36,782 for car services, $576,841 for personal use of company aircraft, $2,215 in cash in lieu of health benefits that were not utilized, and $1,331,820 in residential security costs paid to a third-party provider by the Company valued on the basis of aggregate incremental cost to the Company.

Board Justification

The value of the PSUs that vested as of December 31, 2024, the last day of the first performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2024 irrespective of a termination on December 31, 2024.