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2021 Proxy Statement
Company Profile
CEO's Message
Notice of 2021 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
Corporate Governance
Proposal 1 - Election of Directors
Director Nominees
Board of Directors, Committees and Governance
- Meetings
- Director Independence
- Board Leadership Structure and Qualifications
- Committees of Our Board of Directors
- Compensation Committee Interlocks and Insider Participation
- Board Oversight of Risk Management
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Non-Employee Director Plan
Proposal 2 - Approval of the Amendment of the 2016 Non-Employee Director Plan principally to Increase the Number of Shares of Common Stock that Can Be Awarded under that Plan
Executive Compensation
Proposal 3 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2020 Business Performance
- Capital Highlights
- 2020 Compensation Summary
- 2021 CEO Compensation
- Our Compensation Philosophy
- 2020 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2020 CEO Compensation
- 2020 Stockholder Outreach
- Key Components of Compensation
- Compensation Committee Declined to Exercise Discretion in 2020
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in the Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2020 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2020 Fiscal Year-End
- 2020 Stock Vested
- 2020 Pension Benefits
- 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
- Audit Committee Report
- Principal Accountant Fees
- Preapproval Policies and Procedures
Biographies of Executive Officers
Stock Ownership
Security Ownership of Certain Beneficial Owners, Directors and Management
- Delinquent Section 16(a) Reports
- Business Relationships and Related Party Transactions Policy
Additional Information
Frequently Asked Questions About the Annual Meeting and Voting
Other Business
- Stockholder Proposals for the 2022 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
Annex B - Amended & Restated 2016 Non-Employee Director Plan
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2021 Proxy Statement
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Page 36 of 120
2021 Proxy Statement
Company Profile
CEO's Message
Notice of 2021 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
Corporate Governance
Proposal 1 - Election of Directors
Director Nominees
Board of Directors, Committees and Governance
- Meetings
- Director Independence
- Board Leadership Structure and Qualifications
- Committees of Our Board of Directors
- Compensation Committee Interlocks and Insider Participation
- Board Oversight of Risk Management
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Non-Employee Director Plan
Proposal 2 - Approval of the Amendment of the 2016 Non-Employee Director Plan principally to Increase the Number of Shares of Common Stock that Can Be Awarded under that Plan
Executive Compensation
Proposal 3 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2020 Business Performance
- Capital Highlights
- 2020 Compensation Summary
- 2021 CEO Compensation
- Our Compensation Philosophy
- 2020 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2020 CEO Compensation
- 2020 Stockholder Outreach
- Key Components of Compensation
- Compensation Committee Declined to Exercise Discretion in 2020
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in the Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2020 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2020 Fiscal Year-End
- 2020 Stock Vested
- 2020 Pension Benefits
- 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
- Audit Committee Report
- Principal Accountant Fees
- Preapproval Policies and Procedures
Biographies of Executive Officers
Stock Ownership
Security Ownership of Certain Beneficial Owners, Directors and Management
- Delinquent Section 16(a) Reports
- Business Relationships and Related Party Transactions Policy
Additional Information
Frequently Asked Questions About the Annual Meeting and Voting
Other Business
- Stockholder Proposals for the 2022 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
Annex B - Amended & Restated 2016 Non-Employee Director Plan
2021 Proxy Statement
2021 Proxy Statement
Company Profile
CEO's Message
Notice of 2021 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
Corporate Governance
Corporate Governance
Proposal 1 - Election of Directors
Director Nominees
Board of Directors, Committees and Governance
- Meetings
- Director Independence
- Board Leadership Structure and Qualifications
- Committees of Our Board of Directors
- Compensation Committee Interlocks and Insider Participation
- Board Oversight of Risk Management
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Non-Employee Director Plan
Non-Employee Director Plan
Proposal 2 - Approval of the Amendment of the 2016 Non-Employee Director Plan principally to Increase the Number of Shares of Common Stock that Can Be Awarded under that Plan
Executive Compensation
Executive Compensation
Proposal 3 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2020 Business Performance
- Capital Highlights
- 2020 Compensation Summary
- 2021 CEO Compensation
- Our Compensation Philosophy
- 2020 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2020 CEO Compensation
- 2020 Stockholder Outreach
- Key Components of Compensation
- Compensation Committee Declined to Exercise Discretion in 2020
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in the Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2020 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2020 Fiscal Year-End
- 2020 Stock Vested
- 2020 Pension Benefits
- 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Audit Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
- Audit Committee Report
- Principal Accountant Fees
- Preapproval Policies and Procedures
Biographies of Executive Officers
Stock Ownership
Stock Ownership
Security Ownership of Certain Beneficial Owners, Directors and Management
- Delinquent Section 16(a) Reports
- Business Relationships and Related Party Transactions Policy
Additional Information
Additional Information
Frequently Asked Questions About the Annual Meeting and Voting
Other Business
- Stockholder Proposals for the 2022 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
Annex B - Amended & Restated 2016 Non-Employee Director Plan
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