Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation

S-K,

we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s

pay-for-performance

philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.



													Average Summary Compensation Table Total for Non-PEO NEOs (5) (d)			Average Compensation Actually Paid to Non-PEO NEOs (6) (e)			Value of Initial Fixed $100 Investment Based On:
Fiscal Year (a)	Summary Compensation Table Total for First PEO (1) (b)			Summary Compensation table Total for Second PEO (2) (b)			Compensation Actually Paid to First PEO (3) (c)			Compensation Actually Paid to Second PEO (4) (c)						Average Compensation Actually Paid to Non-PEO NEOs (6) (e)			Total Shareholder Return (7) (f)			Peer Group Total Shareholder Return (8) (g)			Net Income ($MM) (9) (h)			EBITDA ($MM) (10) (i)

2023			N/A		$	5,639,481			N/A		$	8,638,530		$	2,350,565		$	3,229,980		$	171.31		$	142.79		$	62.5		$	340.3

2022		$	6,633,675			N/A		$	2,293,623			N/A		$	3,058,323		$	1,618,067		$	111.03		$	135.31		$	46.9		$	231.3

2021		$	5,580,229			N/A		$	9,401,783			N/A		$	2,487,885		$	3,769,096		$	167.05		$	153.97		$	32.4		$	150.3

(1)

This column represents the amount of total compensation reported for Bill Furman (our former Chief Executive Officer and former Executive Chairman) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year (such total for the applicable executive, “total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year.

(2)	This column represents the amount of total compensation reported for Lorie L. Tekorius (our Chief Executive Officer and President) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.

(3)

This column represents the amount of “compensation actually paid” to Mr. Furman, as computed in accordance with Item 402(v) of Regulation

S-K.

The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Furman during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Furman’s total compensation for each fiscal year to determine the “compensation actually paid”:



Fiscal Year	Reported Summary Compensation Table Total for First PEO (a)		Reported Summary Compensation Table Value of First PEO Equity Awards (b)		Adjusted Value of First PEO Equity Awards (c)			Compensation Actually Paid to First PEO

2023		N/A		N/A		N/A			N/A

2022	$	6,633,675	$	3,257,308		($1,082,744	)	$	2,293,623

2021	$	5,580,229	$	3,421,997		$7,243,551		$	9,401,783

(a)

This column represents the amount of total compensation reported for Mr. Furman for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of First PEO Equity Awards column in order to arrive at compensation actually paid.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Furman to arrive at “compensation actually paid” to Mr. Furman for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal

year-end

fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:



Fiscal Year	Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year			Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year			Adjusted Value of Equity Awards

2023			N/A		N/A				N/A			N/A			N/A			N/A		N/A

2022		$	2,645,006		($3,661,878	)		$	0		$	87,108		$	271,545		$	118,565		($1,082,744	)

2021		$	4,619,077		$1,335,943			$	863,558		$	286,784		$	18,637		$	156,826		$7,243,551

The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative

TSR-based)

performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.

(4)

This column represents the amount of “compensation actually paid” to Ms. Tekorius, as computed in accordance with Item 402(v) of Regulation

S-K.

The amounts do not reflect the actual amount of compensation earned by or paid to Ms. Tekorius during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Ms. Tekorius’ total compensation for each fiscal year to determine the “compensation actually paid”:



Fiscal Year	Reported Summary Compensation Table Total for Second PEO (a)		Reported Summary Compensation Table Value of Second PEO Equity Awards (b)		Adjusted Value of Second PEO Equity Awards (c)		Compensation Actually Paid to Second PEO

2023	$	5,639,481	$	2,819,190	$	5,818,240	$	8,638,530	*

2022		N/A		N/A		N/A		N/A

2021		N/A		N/A		N/A		N/A

*

Any differences in total values are due to rounding.

(a)

This column represents the amount of total compensation reported for Ms. Tekorius for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of Second PEO Equity Awards column in order to arrive at compensation actually paid.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the Subject Year. For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Ms. Tekorius to arrive at “compensation actually paid” to Ms. Tekorius for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal

year-end

fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:



Fiscal Year	Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year			Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year			Adjusted Value of Equity Awards

2023		$	4,758,620		$	681,771		$	0		$	268,605		$	0		$	109,244		$	5,818,240

2022			N/A			N/A			N/A			N/A			N/A			N/A			N/A

2021			N/A			N/A			N/A			N/A			N/A			N/A			N/A

The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative

TSR-based)

performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.

(5)

This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (ii) for fiscal 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (iii) for fiscal 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes.

(6)

This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for each fiscal year to determine the “compensation actually paid”, using the same adjustment methodology described above in Note 2(c):



Fiscal Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs (a)		Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b)		Average Non- PEO NEO Adjusted Value of Equity Awards (c)			Average Compensation Actually Paid to Non-PEO NEOs

2023	$	2,350,565	$	859,867	$	1,739,282		$	3,229,980

2022	$	3,058,323	$	1,157,446	($	282,810	)	$	1,618,067

2021	$	2,487,885	$	1,113,900	$	2,395,110		$	3,769,096	*

(a)

This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year.

(b)

This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year. Please refer to the Executive Compensation Tables section of the Company’s Proxy Statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid.

(c)

This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Stock Awards” column in the Summary Compensation Table in each applicable fiscal year determined using the same methodology described above in Note 2(c). For each fiscal year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) to arrive at “compensation actually paid” to each NEO (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for that fiscal year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) for that fiscal year. The amounts added or subtracted to determine the adjusted average amount are as follows:



Fiscal Year	Average Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year			Average Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years				Average Fair Value as of Vesting Date of Equity Awards Granted in the Fiscal Year and Vested in the Fiscal Year			Average Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year				Average Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year			Adjusted Average Value of Equity Awards

2023		$	1,451,403		$	296,516			$	0		($	23,185	)		$	0		$	14,548		$	1,739,282

2022		$	683,619		($	984,268	)		$	0		$	3,390			$	38,362		$	52,811		($	282,810	)

2021		$	1,502,457		$	562,020			$	0		$	305,706			$	2,423		$	27,350		$	2,395,110

(7)	This column represents cumulative Company total shareholder return (“TSR”) and is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year.

(8)	This column represents cumulative peer group TSR computed in accordance with Note 7. The peer group used for this purpose is the following published industry index: S&P 600 Index.

(9)	This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

(10)	This column represents EBITDA, a non-GAAP financial measure. See Compensation Discussion and Analysis above for additional information regarding the use of this metric and a reconciliation to GAAP.

Named Executive Officers, Footnote

This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Furman and, for fiscal 2023, Ms. Tekorius) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal 2023, Adrian J. Downes, Brian J. Comstock, William Krueger and Martin R. Baker; (ii) for fiscal 2022, Lorie L. Tekorius, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes; and (iii) for fiscal 2021, Lorie L. Tekorius, Mark J. Rittenbaum, Alejandro Centurion, Brian J. Comstock and Adrian J. Downes.

Adjustment To PEO Compensation, Footnote

(3)

This column represents the amount of “compensation actually paid” to Mr. Furman, as computed in accordance with Item 402(v) of Regulation

S-K.

The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Furman during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Furman’s total compensation for each fiscal year to determine the “compensation actually paid”:



Fiscal Year	Reported Summary Compensation Table Total for First PEO (a)		Reported Summary Compensation Table Value of First PEO Equity Awards (b)		Adjusted Value of First PEO Equity Awards (c)			Compensation Actually Paid to First PEO

2023		N/A		N/A		N/A			N/A

2022	$	6,633,675	$	3,257,308		($1,082,744	)	$	2,293,623

2021	$	5,580,229	$	3,421,997		$7,243,551		$	9,401,783

(a)

This column represents the amount of total compensation reported for Mr. Furman for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of First PEO Equity Awards column in order to arrive at compensation actually paid.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Furman to arrive at “compensation actually paid” to Mr. Furman for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal

year-end

fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:



Fiscal Year	Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year			Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			Value of Dividends or Other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year			Adjusted Value of Equity Awards

2023			N/A		N/A				N/A			N/A			N/A			N/A		N/A

2022		$	2,645,006		($3,661,878	)		$	0		$	87,108		$	271,545		$	118,565		($1,082,744	)

2021		$	4,619,077		$1,335,943			$	863,558		$	286,784		$	18,637		$	156,826		$7,243,551

The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative

TSR-based)

performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.

(4)

This column represents the amount of “compensation actually paid” to Ms. Tekorius, as computed in accordance with Item 402(v) of Regulation

S-K.

The amounts do not reflect the actual amount of compensation earned by or paid to Ms. Tekorius during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Ms. Tekorius’ total compensation for each fiscal year to determine the “compensation actually paid”:



Fiscal Year	Reported Summary Compensation Table Total for Second PEO (a)		Reported Summary Compensation Table Value of Second PEO Equity Awards (b)		Adjusted Value of Second PEO Equity Awards (c)		Compensation Actually Paid to Second PEO

2023	$	5,639,481	$	2,819,190	$	5,818,240	$	8,638,530	*

2022		N/A		N/A		N/A		N/A

2021		N/A		N/A		N/A		N/A

*

Any differences in total values are due to rounding.

(a)

This column represents the amount of total compensation reported for Ms. Tekorius for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.

(b)

This column represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column for each fiscal year is replaced with the corresponding amount reported under the Adjusted Value of Second PEO Equity Awards column in order to arrive at compensation actually paid.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table for the Subject Year. For a Subject Year, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Ms. Tekorius to arrive at “compensation actually paid” to Ms. Tekorius for such Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal

year-end

fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:



Fiscal Year	Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year			Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year			Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year			Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year			Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year			Adjusted Value of Equity Awards

2023		$	4,758,620		$	681,771		$	0		$	268,605		$	0		$	109,244		$	5,818,240

2022			N/A			N/A			N/A			N/A			N/A			N/A			N/A

2021			N/A			N/A			N/A			N/A			N/A			N/A			N/A

The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for performance-based RSUs (excluding market-conditioned (relative

TSR-based)

performance-based RSUs), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned performance-based RSUs, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,229,980

1,618,067

3,769,096

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

FINANCIAL PERFORMANCE MEASURES

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a

pay-for-performance

philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

EBITDA;

•

EPS;

•

ROIC; and

•

rTSR.

Peer Group Total Shareholder Return Amount

142.79

135.31

153.97

Company Selected Measure Amount

340,300,000

231,300,000

150,300,000

Pay vs Performance Disclosure

Non-GAAP Measure Description

This column represents EBITDA, a

non-GAAP

financial measure. See Compensation Discussion and Analysis above for additional information regarding the use of this metric and a reconciliation to GAAP.