Table of Contents Proxy Statement 1 Information Concerning Voting and Solicitation 1 Questions and Answers About the Proxy Materials and the Annual Meeting 1 Proposal 1 — Election of Directors 6 Director Nominees 6 Corporate Governance 8 Executive Officers and Directors 8 Director Independence 11 Board Diversity 13 Board of Director Meetings 13 Certain Relationships and Related Transactions 13 Related Person Transaction Approval 18 Board Leadership Structure 19 Role of Board in Risk Oversight 19 Board Committees 20 Audit Committee 20 Compensation Committee 21 Nominating & Corporate Governance Committee 22 ESG Committee 22 Limitation on Liability and Indemnification of Directors and Officers 23 Code of Business Conduct and Ethics for Employees, Executive Officers, and Directors 23 Insider Trading 24 Corporate Governance Documents 24 Environmental, Social, and Governance (ESG) 24 Director Compensation 24 Executive Compensation 26 2022 Summary Compensation Table 26 Additional Narrative Disclosure 27 Outstanding Equity Awards at 2022 Year End 30 Additional Narrative Disclosure 30 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 32 Report of the Audit Committee 34 Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm 35 Pre-approval Policies and Procedures 35 Principal Accounting Fees and Services 35 Delinquent Section 16(a) Reports 37 Stockholder Nominees and Proposals for the 2024 Annual Meeting 38 Other Matters 39 Note Regarding Forward-Looking Statements 40
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