Our executive compensation program includes multiple performance metrics to assess the efforts of all executives in pursuing our strategies. Specifically, our program is designed to satisfy the following objectives:
| ■ | promote pursuit of business strategies that are aligned with our Vision, intended to create long-term value for shareholders and executed with integrity; |
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| ■ | reward responsible and quality execution by making a significant portion of our executives’ compensation dependent on our achievement of key financial goals and strategic initiatives and on their individual performance; |
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| ■ | align the interests of shareholders and executives through equity and cash performance-based long-term incentive awards, stock ownership and holding requirements and anti-hedging and anti-pledging policies with respect to our stock; |
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| ■ | build leadership capabilities and culture to achieve our Vision; |
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| ■ | promote internal fairness and a disciplined qualitative and quantitative assessment of performance; and |
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| ■ | attract, motivate and retain world-class leaders. |
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The elements of our executive compensation program serve these objectives with the following design principles (as shown in the chart below), including a mix of:
| ■ | fixed and at-risk variable performance-based compensation, with executives at higher levels subject to a higher proportion of variable compensation; |
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| ■ | short- and long-term compensation to appropriately reward and motivate the achievement of both annual and long-term goals and objectives; |
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| ■ | cash and equity compensation that seeks to discourage actions focused solely on our stock price to the detriment of strategic goals and to minimize the potentially dilutive nature of equity compensation on shareholder value; and |
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| ■ | equity compensation consisting of RSU and PSU awards. |
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| 2024 CEO and Other NEOs Pay Mix (1)(2) |
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| (1) | Consists of the target award under the 2024 Annual Incentive Award plan, the target 2024 equity awards and the target 2024 – 2026 LTIP award, in each case, using the 2024 salary range midpoint for the applicable salary band. |
| (2) | Due to rounding, percentages may not total 100%. |
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