Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on the review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members Of The Compensation Committee

Brian Steck (Chair)

Timothy S. Duncan

Benjamin C. Duster, IV

Summary Compensation Table for 2022

(a) Reflects sign-on bonus paid to Messrs. Singh and Viets upon commencing employment with the Company in 2021 and 2022. This award was made to compensate for earned but unvested awards at their prior employer that were forfeited upon joining our team.

(b) These amounts represent the aggregate grant date fair value of the stock awards granted, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The value ultimately realized by the executive upon the actual vesting of the awards may be more or less than the grant date fair value. For restricted stock units (RSUs), values are based on the closing price of the Company's common stock on the grant date. For performance share unit awards (PSUs), the Company utilized the Monte Carlo simulation to determine the grant date fair market value. The grant date fair value of the PSUs was determined based on the PSUs awarded vesting at target, which is the performance the Company believed was probable on the grant date. The maximum opportunity of the 2022 PSUs for each NEO as of the grant date is as follows: Messrs. Dell'Osso $10,468,165, Singh $4,565,965, Viets $4,565,965, Russ $2,227,496 and Wichterich $4,153,886. Both RSUs and PSUs receive dividend equivalent rights to unvested stock that are earned at the time the underlying shares vest. The assumptions used by the Company in calculating the amounts related to stock awards granted are incorporated by reference to Note 13 of the consolidated financial statements included in the Company’s 2022 Annual Report on Form 10-K.

(c) The 2022 amounts in this column represent annual incentive plan program awards earned with respect to the designated year and paid in the following year, as described under the caption “2022 Annual Incentive Program” beginning on page 38.

(d) The table below provides additional information on the amounts reported in the All Other Compensation column of the Summary Compensation Table for 2022.

(e) 2022 was Mr. Viets’ first year as an NEO and he was hired on February 1, 2022.