COMPENSATIONDISCUSSIONANDANALYSIS ExecutiveSummary At our 2022AnnualMeetingofStockholders,over88%ofthevotescastsupportedoursay-on-payproposal.Followingthe 2022AnnualMeetingofStockholders,weengagedinproactiveoutreacheffortswithstockholdersrepresenting approximately52%ofourcommonstock.Formoreinformationonourengagementeffortsandfeedbackreceivedthrough theseconversations,see“CorporateGovernance–StockholderEngagement,”onpage31ofthisproxystatement. After consideringthe 2022say-on-payresultsaswellasthefeedbackreceivedthroughourstockholderengagement program,theCompensationCommitteedeterminedthattheCompanysexecutivecompensationphilosophiesand objectivesandcompensationelementscontinuedtobeappropriateanddidnotmakeanychangestotheCompanys executivecompensationprograminresponsetothe2022say-on-payvote. ExecutiveCompensationProgramDesign Ourkeyguidingprincipleforexecutivecompensationistocloselyalignthecompensationofourexecutiveswiththe creationof long-termvaluefor our stockholders.WedosobytyingasignificantportionofourexecutivesTargetTotal Direct CompensationopportunitytotheCompanysperformance. In designingour executivecompensationprogram,theCompensationCommitteeprioritizesfourgoals: Transparency, Simplicity and Clarity One Team Enable executives to directly link between Maintain unified goals and objectives of the annual Company and individual performance and their short- and long-term incentive programs for pay, and enable stockholders to directly link the entire executive leadership team to between returns on their investment and drive aligned operational decisions and pay outcomes to Company performance. Company performance. Winning the War For Talent Individual Performance Recognize the unique space in which we Deliver compensation commensurate with compete and prioritize nimble and aggressive results, both on the upside and downside, and compensation strategies to attract and retain key hold leaders accountable for their performance, talent. including with respect to risk and compliance and DIE&B within their respective organizations. 54 •2023ProxyStatement