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2022 Proxy Statement
Company Profile
CEO's Message
Notice of 2022 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Statement 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
- 2021 Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Executive Compensation
Proposal 2 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2021 Business Performance
- Capital Highlights
- Navigating the COVID-19 Pandemic
- 2021 Compensation Summary
- 2022 CEO Compensation
- Our Compensation Philosophy
- 2021 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2021 CEO Compensation
- 2021 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in Our Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2021 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2021 Fiscal Year End
- 2021 Stock Vested
- 2021 Pension Benefits
- 2021 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Proposal 3 - Ratification 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 2023 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
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2022 Proxy Statement
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Page 88 of 98
2022 Proxy Statement
Company Profile
CEO's Message
Notice of 2022 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Statement 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
- 2021 Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Executive Compensation
Proposal 2 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2021 Business Performance
- Capital Highlights
- Navigating the COVID-19 Pandemic
- 2021 Compensation Summary
- 2022 CEO Compensation
- Our Compensation Philosophy
- 2021 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2021 CEO Compensation
- 2021 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in Our Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2021 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2021 Fiscal Year End
- 2021 Stock Vested
- 2021 Pension Benefits
- 2021 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Proposal 3 - Ratification 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 2023 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
2022 Proxy Statement
2022 Proxy Statement
Company Profile
CEO's Message
Notice of 2022 Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Statement 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
- 2021 Director Compensation
Stock Ownership Guidelines for Non-Employee Directors
Executive Compensation
Executive Compensation
Proposal 2 - Advisory Vote on the Compensation of Our Named Executive Officers
Compensation Discussion and Analysis
- Named Executive Officers
- 2021 Business Performance
- Capital Highlights
- Navigating the COVID-19 Pandemic
- 2021 Compensation Summary
- 2022 CEO Compensation
- Our Compensation Philosophy
- 2021 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2021 CEO Compensation
- 2021 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements and Offer Letters
- Other Benefits and Retirement Plans
- Compensation Risk Management and Governance Policies
- Deductibility of Executive Compensation
- Assessing Risk in Our Compensation Programs
- Change in CEO Pension Value in the Summary Compensation Table
Compensation Committee Report
Executive Compensation Tables
- Summary Compensation Table
- 2021 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2021 Fiscal Year End
- 2021 Stock Vested
- 2021 Pension Benefits
- 2021 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
Audit Matters
Audit Matters
Proposal 3 - Ratification 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 2023 Annual Meeting
- Distribution of Certain Documents
Annex A - Non-GAAP Reconciliation
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