Other significant elements of our compensation program that reinforce stockholder alignment, ourpay-for-performance objectives, and demonstrate the Compensation Committee’s commitment to strong governance practices include:
| ∎ | an independent Compensation Committee makes the compensation decisions for our named executive officers and the Committee engages an independent compensation consultant to assist in making such decisions; |
| ∎ | we require that a majority of pay be at-risk, 86% of fiscal year 2024 target total pay was at-risk for our Chief Executive Officer (73% on average for our other named executive officers); |
| ∎ | we require that a majority of pay be tied to long-term performance, 70% of fiscal year 2024 target total pay was granted in the form of long-term incentives for our Chief Executive Officer (53% on average for other named executive officers); |
| ∎ | we maintain robust stock ownership guidelines for executives; |
| ∎ | we prohibit hedging and pledging of our stock; |
| ∎ | we have adopted an SEC and NYSE compliant clawback policy designed to recoup excess compensation paid to executive officers in the event of an accounting restatement; |
| ∎ | equity grant administration procedures are in place to ensure that awards comply with legal, regulatory, and accounting requirements; |
| ∎ | the Compensation Committee conducts a risk assessment of our compensation program at least annually, to confirm that the program does not encourage excessive risk-taking; |
| ∎ | our equity awards have double trigger vesting acceleration in the event of a change in control (i.e., a qualifying termination of employment plus the occurrence of a change in control); |
| ∎ | our executive severance arrangements do not provide for excise tax gross ups; and |
| ∎ | we do not provide excessive perquisite or benefit programs, nor do we offer supplemental retirement plans. |
