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2024 Proxy Statement
Company Profile
CEO's Message
Notice of 2024 Annual Meeting of Stockholders
Table of Contents
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
- Director Education
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- 2023 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
- 2023 Business Performance
- Capital Highlights
- 2023 Compensation Summary
- Our Compensation Philosophy
- 2023 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2023 CEO Compensation
- 2023 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements, Offer Letters and Severance Payments
- 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
- 2023 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2023 Fiscal Year End
- 2023 Stock Vested
- 2023 Pension Benefits
- 2023 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance Disclosure
Proposal 3 - Advisory Vote on the Frequency of Future Votes on the Compensation of Our Named Executive Officers
Audit Matters
Proposal 4 - 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 2025 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
- Information Not Incorporated by Reference
- Forward-Looking Statements
Annex A - Non-GAAP Reconciliation
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2024 Proxy Statement
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Page 19 of 107
2024 Proxy Statement
Company Profile
CEO's Message
Notice of 2024 Annual Meeting of Stockholders
Table of Contents
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
- Director Education
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- 2023 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
- 2023 Business Performance
- Capital Highlights
- 2023 Compensation Summary
- Our Compensation Philosophy
- 2023 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2023 CEO Compensation
- 2023 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements, Offer Letters and Severance Payments
- 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
- 2023 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2023 Fiscal Year End
- 2023 Stock Vested
- 2023 Pension Benefits
- 2023 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance Disclosure
Proposal 3 - Advisory Vote on the Frequency of Future Votes on the Compensation of Our Named Executive Officers
Audit Matters
Proposal 4 - 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 2025 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
- Information Not Incorporated by Reference
- Forward-Looking Statements
Annex A - Non-GAAP Reconciliation
2024 Proxy Statement
2024 Proxy Statement
Company Profile
CEO's Message
Notice of 2024 Annual Meeting of Stockholders
Table of Contents
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
- Director Education
- Corporate Governance Guidelines and Code of Conduct and Ethics
- Stockholder Communications with the Board of Directors
- 2023 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
- 2023 Business Performance
- Capital Highlights
- 2023 Compensation Summary
- Our Compensation Philosophy
- 2023 Compensation Framework
- Compensation Governance Practices
- Compensation Governance Process
- Benchmarking Compensation
- 2023 CEO Compensation
- 2023 Stockholder Outreach
- Key Components of Compensation
- Employment Agreements, Offer Letters and Severance Payments
- 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
- 2023 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2023 Fiscal Year End
- 2023 Stock Vested
- 2023 Pension Benefits
- 2023 Nonqualified Deferred Compensation
- Potential Payments upon Termination or Change in Control
- Pay Ratio Disclosure
- Pay Versus Performance Disclosure
Proposal 3 - Advisory Vote on the Frequency of Future Votes on the Compensation of Our Named Executive Officers
Audit Matters
Audit Matters
Proposal 4 - 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 2025 Annual Meeting
- Distribution of Certain Documents
- Statement Regarding the Delivery of a Single Set of Materials to Households with Multiple Stockholders
- Information Not Incorporated by Reference
- Forward-Looking Statements
Annex A - Non-GAAP Reconciliation
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