Option
Grant Timing: Our
practices with respect to the timing of Option grants are as follows:
| ● | Grant Timing and MNPI: We do not time the grant of Options in coordination with the release of material non-public information (“MNPI”) in order to benefit recipients or to otherwise affect the value of equity-based compensation. |
| ● | Board
and Committee Approval: All Option grants are approved by the Board upon recommendation
of the Compensation Committee. Grant dates are established at the time of Board approval
and are not subject to retroactive adjustment. |
| ● | New
Hire Grants: Option grants to newly appointed executives are approved by the Board
and are made at grant prices reflecting market prices at the time of Board approval, not
timed in coordination with the release of MNPI. |
General
Grant Practices: Our
general policies and practices regarding the timing of equity grants to NEOs are as follows:
| ● | Predetermined Schedule: Annual LTIP grants to NEOs are generally made in connection with the Compensation Committee’s annual compensation review cycle, following the end of the preceding fiscal year or in the first quarter of the relevant fiscal year. |
| ● | Relationship
to Financial Results: Annual grants are typically made following the completion of
year-end financial reporting processes. We do not time grants in anticipation of or in coordination
with the release of annual or interim financial results or other MNPI disclosures. |
| ● | Committee
Role: The Compensation Committee reviews and recommends all equity grants for approval
by the Board. Grant dates are established upon Board approval and are not subject to retroactive
modification. |
| ● | Changes
in Fiscal Year 2025: There were no material changes to our equity grant timing practices
during fiscal year 2025. |
|