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, excluding our Chief Executive Officer who is approved by the independent members of the Board of Directors, and the Committee engages an independent compensation consultant to assist in making such decisions; |
| ∎ | we require that a majority of pay be at-risk, approximately 84% of fiscal year 2026 target total pay was at-risk or variable 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, 63% of fiscal year 2026 target total pay was granted in the form of long-term incentives for our Chief Executive Officer (approximately 50% on average for other named executive officers); |
| ∎ | we maintain robust stock ownership guidelines for executives; |
| ∎ | we prohibit hedging and pledging of our stock; |
| ∎ | we maintain 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) and we do not provide for any automatic single trigger payments or benefits; |
| ∎ | 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. |
