Award Timing Disclosures [Line Items]

Awards Close in Time to MNPI Disclosures, Table

PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

The annual PRSUs granted in 2021 on March 4, 2021 to each of the Named Executive Officers who were then-employed by us had a three-year performance period that ended on March 4, 2024 (for PRSUs vesting based on RTSR) or ending on December 31, 2024 (for PRSUs vesting based on FCF performance) and vested based on the level of RTSR or FCF performance (as applicable) as of the conclusion of such performance period and continued service through the vesting date. Based on the Company’s RTSR at the end of the applicable performance period, 131% of the target RTSR award was earned for each Named Executive Officer, and based on the Company’s FCF performance at the end of the applicable performance period, 150% of the target FCF award was earned for each Named Executive Officer. The number of 2021 PRSUs earned by each such Named Executive Officer and paid in 2024 is set forth in the table below.



Officer	Target Annual 2021 RTSR PRSUs (#)		RTSR Adjustment Percentage (%)			Earned PRSUs (#)

G. Michael Sievert		37,268		131	%		48,821

Peter Osvaldik		12,260		131	%		16,060

Michael J. Katz		7,357		131	%		9,637

Jonathan A. Freier		7,357		131	%		9,637

Callie R. Field		7,357		131	%		9,637



Officer	Target Annual 2021 FCF PRSUs (#)		FCF Adjustment Percentage (%)			Earned PRSUs (#)

G. Michael Sievert		20,067		150	%		30,100

Peter Osvaldik		6,601		150	%		9,901

Michael J. Katz		3,960		150	%		5,940

Jonathan A. Freier		3,960		150	%		5,940

Callie R. Field		3,960		150	%		5,940

Pursuant to the offer of employment letter with Mr. Nelson that became effective on October 11, 2021 (the “Nelson Offer Letter”), which is further described below, in October 2021, we granted Mr. Nelson a

one-time

PRSU award with a target value of $7,250,000 (the “Nelson

Sign-On

PRSUs”) in connection with his appointment as our Executive Vice President and General Counsel. The Nelson

Sign-On

PRSUs were generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to annual awards of PRSUs vesting based on RTSR granted to the Named Executive Officers on March 4, 2021, except that the performance period applicable to the Nelson

Sign-On

PRSUs was the three-year period ending on October 11, 2024 (which is the third anniversary of the date on which he commenced employment with us) and the number of Nelson

Sign-On

PRSUs eligible to vest ranged from 100% to 200% of the target number of Nelson

Sign-On

PRSUs.

Awards Close in Time to MNPI Disclosures