Separation of Ms. Lazar
As previously disclosed, Ms. Lazar ceased to serve as the Company’s Executive Vice President, Chief Legal Officer and Secretary, effective July 31, 2023. In accordance with the Agreement (as defined below), Ms. Lazar remained employed with the Company between August 1 and August 31, 2023 (the “Transition Period”) to ensure an orderly transition of her duties. During the Transition Period, Ms. Lazar continued to receive the compensation and benefits in effect prior to the Transition Period through August 31, 2023 (the “Separation Date”).
In connection with Ms. Lazar’s departure, the Company and Ms. Lazar entered into a Separation, Release and Waiver of Claims and Restrictive Covenant Agreement (the “Agreement”), dated July 31, 2023, pursuant to which Ms. Lazar will be entitled to the following benefits: (a) a payment equal to two times the sum of her base salary and annual target bonus, payable over 48 bi-weekly pay periods; (b) a pro rata bonus for 2023 based on target performance, payable within 30 days of her separation; (c) the full cost of medical, dental, and vision benefits for up to 18 months or, if earlier, the date she is eligible for coverage under another employer’s group medical, dental, and vision plans; (d) tax preparation assistance for her years of employment; and (e) up to 12 months of outplacement services, in exchange for a release of claims, her continued compliance with 24-month post-termination non-competition and non-solicitation covenants, her ongoing cooperation with the Company, a mutual non-disparagement covenant, and covenants regarding confidential information. Any unvested equity awards as of the Separation Date granted under the Company’s long-term incentive plan were forfeited and cancelled in their entirety.
Pursuant to Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K as promulgated by the SEC, we are providing the following information about the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee for our last completed fiscal year, 2023.
Methodology
In accordance with Instruction 2 to Item 402(u) of Regulation S-K, because there had been no change in our employee population or employee compensation arrangements in the past fiscal year that we reasonably believed would result in a significant change to our CEO pay ratio disclosure, we elected to utilize the same median employee that we had identified for 2021 to calculate our 2023 CEO pay ratio.
Identified the Median Employee
In 2021, we identified our median employee from our employee population as of October 1, 2021, which consisted of approximately 19,420 individuals globally, with 3,285 employees in the United States. As permitted under the SEC’s 5% “de minimis exemption,” we excluded employees in Algeria (1), Cameroon (26), China (41), Congo-Brazzaville (1), Equatorial Guinea (12), Gabon (2), Guyana (59), Kazakhstan (21), Mozambique (26), Saudi Arabia (159), Tunisia (5), and Vietnam (4). After these exclusions, our employee population used in determining our median employee was 19,063 employees.
In identifying the median employee, we identified a median base salary using annualized 2021 base salary for the October 1, 2021 employee population. This population was further refined into the most represented job classifications. From this subset, we computed total taxable earnings for the most recently completed taxable year as permitted by SEC rules and applied an exchange rate as of December 31, 2021 to convert all international currencies to U.S. dollars.
Using this methodology, we determined that the median employee was a non-exempt, full-time employee located in the United States.
