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2023 Proxy Statement
Company Profile
CEO's Message
Notice of 2023 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
- Director Nomination Process
- 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
- 2022 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
- 2022 Business Performance
- Capital Highlights
- 2022 Compensation Summary
- Our Compensation Philosophy
- 2022 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2022 CEO Compensation
- 2022 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
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year End
- 2022 Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance 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 2024 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
Annex A - Non-GAAP Reconciliation
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2023 Proxy Statement
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Page 103 of 106
Page 103 of 106
2023 Proxy Statement
Company Profile
CEO's Message
Notice of 2023 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
- Director Nomination Process
- 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
- 2022 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
- 2022 Business Performance
- Capital Highlights
- 2022 Compensation Summary
- Our Compensation Philosophy
- 2022 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2022 CEO Compensation
- 2022 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
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year End
- 2022 Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance 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 2024 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
Annex A - Non-GAAP Reconciliation
2023 Proxy Statement
2023 Proxy Statement
Company Profile
CEO's Message
Notice of 2023 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
- Director Nomination Process
- 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
- 2022 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
- 2022 Business Performance
- Capital Highlights
- 2022 Compensation Summary
- Our Compensation Philosophy
- 2022 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2022 CEO Compensation
- 2022 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
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year End
- 2022 Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance 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 2024 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
Annex A - Non-GAAP Reconciliation
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