Principles of Our Compensation Program
Our executive compensation program is designed to support our business strategy and attract, retain, and motivate the performance and continuity of the leadership team with the ultimate goal of generating strong operating results and delivering solid, sustainable returns to our shareholders. Our executive compensation program is designed to attract and retain highly skilled, performance-oriented executives who thrive in a culture focused on delivering purpose-driven results. We incentivize our senior leaders to deliver the highest levels of execution and business results, while also delivering an exceptional experience and value for our customers. We carry out these objectives through the following attributes of our executive compensation program:
| • | We align executive compensation with achievement of operational and financial results, increases in shareholder value, and delivering on our strategic initiatives. |
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| • | The majority of total compensation for our executives is at-risk and is delivered through short-term and long-term incentive programs that are designed to align their interests with those of our shareholders. |
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| • | Our compensation program is designed to motivate and reward our executives for sustained superior performance through the use of variable compensation tied to short and long-term results. |
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| • | We evaluate the competitiveness and effectiveness of our compensation programs against other comparable companies based on industry, size, and other relevant criteria in making pay decisions. |
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| • | Total compensation for individual executives is influenced by a variety of factors, including each executive’s scope of responsibility, individual performance, skill set, experience, and expected future contributions. |
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| • | We attempt to create simple, straightforward compensation programs that our partners and shareholders can easily understand. |
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| What We Do | What We Do Not Do |
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| Pay for Performance Philosophy | No Excise Tax Gross Ups Upon Change-in-Control |
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| PSUs with Vesting Subject to Achievement of Key Performance Metrics | No High Percentage of Fixed Compensation |
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| Minimum Stock Ownership Policy for Named Executive Officers (“NEOs”) | No Excessive Executive Perquisites |
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| Double Trigger Equity Acceleration Upon a Change-in-Control | No Tax Gross Ups on Welfare Benefits |
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| Independent Consultant Retained by Human Capital, Compensation & Succession Planning Committee | No Repricing of Underwater Stock Options Without Shareholder Approval |
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| Regular Review of Share Utilization | No Permitted Hedging, Short Sales, or Derivative Transactions in Company Stock |
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| Maintain a Clawback Policy Broader than SEC Requirements | No Guaranteed Salary Increases or Guaranteed Annual Incentive Bonuses for NEOs |
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| Review Compensation Related Risks |
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| Robust Anti-Hedging and Anti-Pledging Policy |
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