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MEMBERSHIP

The Compensation Committee (the “Committee") of the board of directors (the "Board") of ¶¶ÒõÊÓƵ (the "Company") shall consist of three or more directors.  Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market and a non-employee director for the purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. 

The members of the Committee shall be appointed by the board based on recommendations from the Governance and Sustainability Committee of the Board.  The members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine or until the earlier of resignation or death.

PURPOSE

The purpose of the Committee is to carry out the responsibilities delegated by the Board, including those relating to the review of executive compensation, executive talent management, review of equity-based compensation plans, and oversight of the Company-sponsored tax-qualified plans that are subject to the Employee Retirement Income Security Act, as amended (“ERISA”).

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

• Review annually the corporate goals and objectives applicable to the compensation of the chief executive officer ("CEO"); evaluate, at least annually, the CEO's performance in light of those goals and objectives and review the CEO's compensation level based on this evaluation. The CEO will not be present during any voting or deliberations by the Committee on his or her compensation.
  
  
• Review and approve the compensation of all other executive officers.
  
  
• Review performance measures for the short-term and long-term incentive compensation awards and plans of the executive team.
  
  
• Administer the Company’s equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company.
  
  
• Provide oversight of the Company-sponsored tax-qualified plans that are subject to the ERISA (the “Plans”).This includes reviewing the policies and performance of the investment managers of the funds held in trust by the Plans as well as reviewing the investment performance of the Plans’ assets and administration of the Plans. The Committee shall not be designated a fiduciary of the Plans for purposes of ERISA, nor shall it be responsible for managing the plans or directing the investment of Plan assets.
  
  
• Review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") and the related executive compensation information, recommend that the CD&A and related executive compensation information be included in the Company's annual report on Form 10-K and proxy statement, and produce the compensation committee report on executive officer compensation required to be included in the Company's proxy statement or annual report on Form 10-K.
  
  
• Review and approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers.
  
  
• Participate in the full Board review of succession planning for executive roles and review as needed the management development and succession planning actions of the Company to ensure a continuous development of talent for key roles.
  
  
• Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
  
  
• Provide oversight of the Company’s strategy with respect to diversity, equity, and inclusion, including related initiatives, metrics, and goals.

OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation committee, and the authority granted in this Charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this Charter.

The Committee will assess annually any potential conflicts raised by the work of the external advisors retained by the Committee who are involved in determining or recommending executive compensation (other than any advisor whose role is limited to advising on any broad-based plan that does not discriminate in favor of the Company’s executive officers or directors and that is available generally to all salaried employees, or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation advisor).

When retaining compensation consultants, outside legal counsel and any other advisors, the Committee will consider the following independence-related factors: (1) other services provided to the Company by the firm employing the external advisor; (2) fees paid by the Company to the firm employing the external advisor as a percentage of the firm’s total revenue; (3) policies or procedures maintained by the firm employing the external advisor that are designed to prevent a conflict of interest; (4) any business or personal relationships between the external advisor and a member of the Compensation Committee; (5) any Company stock owned by the external advisor; (6) any business or personal relationships between the Company’s executive officers and the external advisor.

STRUCTURE AND OPERATIONS

The Board shall designate a member of the Committee as the chair. The Committee shall meet at least two times per year at such times and places as it deems necessary to fulfill its responsibilities and hold other such meetings from time as may be called by its chair or any two members of the Committee. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the CEO shall not be present at meetings at which his/her compensation or performance is discussed or determined.

The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.

DELEGATION OF AUTHORITY

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.  The Committee may also delegate to the Chief Executive Officer the authority to grant options and make awards of shares under the Company’s stock plans under conditions established by the Committee.

PERFORMANCE EVALUATION

The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate and is consistent with the Company’s Governance Guidelines.

Last Reviewed: March 2025