KAISER ALUMINUM CORP (Form: 8-K, Received: 03/10/2022 16:33:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 5, 2022

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-09447	94-3030279
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1550 West McEwen, Suite 500 Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

(626) 252-7040

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

KALU

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

2022 Base Salary

On March 5, 2022, the compensation committee (the “Compensation Committee”) of the board of directors of Kaiser Aluminum Corporation (the “Company”) approved the annual base compensation of the Company's executive officers, effective April 1, 2022, including the annual base compensation of the executive officers of the Company identified below (the “Named Executive Officers”).

Name and Position		Base Salary
Keith A. Harvey		$935,000
President and Chief Executive Officer

John M. Donnan		$495,000
Executive Vice President, Chief Administrative Officer and General Counsel

Neal E. West		$490,000
Executive Vice President and Chief Financial Officer

Jason Walsh		$450,000
Senior Vice President – Manufacturing

Blain Tiffany		$400,000
Senior Vice President – Sales and Marketing

2022 Incentive Compensation

On March 5, 2022, the Compensation Committee also approved a short-term incentive plan for 2022 (the “2022 STI Plan”) and a long-term incentive program for the 2022 through 2024 performance period (the “2022-2024 LTI Plan”). The structure, terms and objectives of the 2022 STI Plan and 2022-2024 LTI Plan are described in more detail below and generally consistent with the structure, terms and objectives of the 2021 short-term incentive plan and the 2021-2023 long-term incentive program, except for (i) the annual increase of the adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") targets resulting in threshold, target and maximum payouts under the 2022 STI Plan, (ii) the reduction of the maximum payout from 300% to 250% for certain executive officers, including the Named Executive Officers, under the 2022 STI Plan, (iii) the reduction of the individual modifier range from +/-100% to +/-25% for certain executive officers, including the Named Executive Officers, under the 2022 STI Plan, (iv) the elimination of total controllable cost as a performance metric under the 2022-2024 LTI Plan, and (v) the increase of the weighting of the adjusted EBITDA margin performance metric under the 2022-2024 LTI Plan from 20% to 40%.

2022 STI Plan

The 2022 STI Plan is designed to reward participants for achieving certain adjusted EBITDA performance goals determined based on the return on the Company's adjusted net assets based on adjusted pre-tax operating income. Similar to the short-term incentive plan approved by the Compensation Committee in 2021, the 2022 STI Plan includes modifiers for safety (+/-10%), quality (+/-10%), delivery (+/-10%) and cost (+/-10%) performance, and permits, subject to the maximum payout opportunity described below, positive and negative adjustments to individual awards based on individual, facility, and/or functional area performance, as well as performance against other strategic initiatives, which, with respect to the Company’s executive officers, also requires approval by the Company’s Compensation Committee.

The 2022 STI Plan provides for (i) a threshold performance level below which no payout is made, a target performance level at which the target award is available and a performance level at or above which the maximum payout is available, and (ii) minimum and maximum payout opportunities ranging from zero for less than a 6%

return on the Company’s adjusted net assets up to three times the target payout amount (except for certain executive officers, including the Named Executive Officers, as previously described) for a 30% or more return on the Company’s adjusted net assets. Each year higher adjusted net assets and depreciation and amortization costs raise the adjusted EBITDA levels required to achieve threshold, target and maximum payouts. The table below sets forth the estimated future payouts that can be earned by each of the following Named Executive Officers, under the 2022 STI Plan below the threshold performance level and at the threshold, target and maximum performance levels.

Name	Below Threshold	Threshold	Target	Maximum
Keith A. Harvey	—	$472,500	$945,000	$2,362,500
John M. Donnan	—	$177,500	$355,000	$887,500
Neal E. West	—	$175,000	$350,000	$875,000
Jason Walsh	—	$120,000	$240,000	$600,000
Blain Tiffany	—	$91,500	$183,000	$457,500

The preceding description of the 2022 STI Plan is qualified in its entirety by the Kaiser Aluminum Fabricated Products 2022 Short-Term Incentive Plan for Key Managers, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

2022-2024 LTI Plan

The 2022-2024 LTI Plan is designed to reward participants with (i) a fixed number of time-vested restricted stock units representing 45% of the target monetary value of the 2022-2024 LTI Plan grants (40% for certain executive officers, including the Named Executive Officers other than Mr. Harvey and 30% for Mr. Harvey) and (ii) a fixed number of performance shares representing 55% of the target monetary value of the 2022-2024 LTI Plan grants (60% for certain executive officers, including the Named Executive Officers other than Mr. Harvey and 70% for Mr. Harvey) that vest, if at all, based on the Company's achievement of the performance objectives described below. The performance objective for 60% of the performance shares is based on the Company's TSR performance relative to its peer companies in the S&P 600 SmallCap Materials and S&P 400 MidCap Material Indices and for the remaining 40% of the performance shares is based on the Company's adjusted EBITDA margin performance, each over the 2022 through 2024 performance period.

The restricted stock units issued to the 2022-2024 LTI Plan participants, including the Named Executive Officers, subject to certain limited exceptions, vest on March 5, 2024, and entitle the participants to receive one share of the Company’s common stock for each vesting restricted stock unit. The 2022-2024 LTI Plan provides for minimum and maximum vesting opportunities ranging from zero up to two times the pro rata portion of the target number of performance shares depending upon the Company's performance. Each performance share that becomes earned and vested entitles the participant to receive one share of the Company's common stock.

On March 5, 2022, the Compensation Committee approved the following grants of restricted stock units and performance shares, effective as of March 5, 2022, to the following Named Executive Officers pursuant to the terms of the 2022-2024 LTI Plan:

Name	Number of Restricted Stock Units (1)	Number of Target Performance Shares (2)
Keith A. Harvey	9,964	23,250
John M. Donnan	3,453	5,180
Neal E. West	3,453	5,180
Jason Walsh	1,564	2,346
Blain Tiffany	1,462	2,194

_______

(1)

The restrictions on 100% of the restricted stock units granted will lapse on March 5, 2025 or earlier if the Named Executive Officer's employment terminates as a result of death or disability or in the event of a change in control of the Company. If the Named Executive Officer’s employment is terminated by the Company without cause or the Named Executive Officer’s employment is voluntarily terminated by the Named Executive Officer for good reason, in either case before March 5, 2025, the restricted stock units granted will remain outstanding and vest on March 5, 2025 (or earlier in the event of a change of control or the Named Executive Officer’s death or disability). If the Named Executive Officer's employment is terminated by the Named Executive Officer

on or after retirement at age 65 or older, the restricted stock units granted will remain outstanding and the restrictions on a pro-rated portion of such units, determined based on the number of days the Named Executive Officer was employed by the Company during the restriction period, will lapse on March 5, 2025.

(2)

The tables below set forth the number of performance shares that will become vested for each of the following Named Executive Officers under the 2022-2024 LTI Plan below the threshold performance levels and at the threshold, target and maximum performance levels based on the Company’s performance objectives described above:

Name	Below Threshold	Threshold	Target	Maximum
Keith A. Harvey	—	11,625	23,250	46,500
John M. Donnan	—	2,590	5,180	10,360
Neal E. West	—	2,590	5,180	10,360
Jason Walsh	—	1,173	2,346	4,692
Blain Tiffany	—	1,097	2,194	4,388

________

The number of performance shares, if any, that are earned will be determined based on the Company performance and will vest on the later to occur of March 5, 2025 and the date on which the Compensation Committee approves the multipliers for the performance shares based on the Company's achievement of each of the performance objectives described above. Notwithstanding the foregoing, the respective target number of performance shares will be earned and immediately vest if prior to December 31, 2024 the Named Executive Officer's employment terminates as a result of death or disability, and if there is a change in control of the Company before December 31, 2024, the number of performance shares, if any, that are earned will be determined based on the Company's achievements during the performance period through the date of such change in control and will immediately vest on such date. However, if the Named Executive Officer's employment is terminated by the Company without cause or is voluntarily terminated by the Named Executive Officer for good reason, the number of performance shares, if any, that are earned will be determined based on the actual performance achieved during the performance period and will vest on the later to occur of March 5, 2025 and the date on which the Compensation Committee approves the multipliers for the performance shares based on the Company's achievement of each of the performance objectives. If the Named Executive Officer's employment is terminated by the Named Executive Officer on or after normal retirement at age 65 or older, the number of performance shares, if any, that are earned will be determined based on the actual performance achieved during the performance period and pro-rated for the number of days the Named Executive Officer was employed by the Company during the performance period.

The grants of restricted stock units and performance shares were made pursuant to the Company's 2021 Equity and Incentive Compensation Plan (the “Equity Plan”). A copy of the Equity Plan is filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on June 3, 2021. A summary of the performance objectives for determining the number of performance shares earned under the 2022-2024 LTI Plan is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
10.1		2022 Short-Term incentive Plan.
10.2		2022-2024 Long-Term Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		KAISER ALUMINUM CORPORATION (Registrant)

		By:	/s/ Cherrie I. Tsai
			Cherrie I. Tsai
			Vice President, Deputy General Counsel and Corporate Secretary

Date: March 10, 2022

Exhibit 10.1

Kaiser Aluminum
2022 Short-Term Incentive Plan for Key Managers

This is a summary of the short-term incentive program (“STIP”) of Kaiser Aluminum Corporation (the “Company”) effective January 1, 2022. The STIP performance period is the 2022 calendar year. The 2022 STIP rewards participants for performance based on return on net assets targets derived from the reported adjusted pre-tax operating income of our fabricated products business calculated as a percentage of adjusted net assets and expressed in adjusted earnings before interest, taxes, depreciation and amortization as reported to investors (“Adjusted EBITDA”) with modifiers for safety, quality, delivery and manufacturing cost efficiency, with the possibility of adjustments to individual awards based on actual performance, including individual, facility, and/or functional area.

Purpose of the 2022 Kaiser Aluminum STIP

1.	Focus attention on value creation within Fabricated Products, our core business segment, and Corporate.

2.	Reward the achievement of aggressive performance goals.

3.	Provide incentive opportunities that are consistent with a competitive market for talent.

4.	Link incentive pay to performance as well as our success and ability to pay.

STIP Philosophy

Compensation should (i) reward management for value creation, the safe and efficient operation of our business and customer satisfaction, (ii) stand the test of time to provide continuity in compensation philosophy, (iii) recognize the cyclical nature of our business, and (iv) provide a retention incentive. In order to achieve success, participants must continue to seek out and find ways to create value, operate safely and efficiently and provide customer satisfaction.

Primary Performance Measures

The performance goals will be based on Adjusted EBITDA.

•	Safety performance will be measured by Total Case Incident Rate (“TCIR”) and Lost-time Case Incident Rate (“LCIR”).

•	Quality performance will be measured by the no fault claim rate.

•	Delivery performance will be measured by the on-time delivery rate.

•	Manufacturing cost efficiency will be measured by the Company’s manufacturing cost (excluding benefit costs).

Target Incentive

•	A monetary target incentive amount for each participant is established for the STIP based on the competitive market, internal compensation balance and position responsibilities.

•	Participant monetary incentive targets are set at the beginning of the STIP performance period.

•	Monetary incentive targets represents the incentive opportunity based on the Adjusted EBITDA, safety, quality, delivery and cost performance results.

How The Award Multiplier Is Determined

•	At the end of the year Adjusted EBITDA will be determined and used to calculate the Award Multiplier.

•	The Award Multiplier is adjusted within a range as follows:

•

Up to ±5% based upon TCIR

•

Up to ±5% based upon LCIR

•

Up to ±10% based upon no fault claim rate

•

Up to ±10% based on the on-time delivery rate

•

Up to ±10% based on the manufacturing cost efficiency, excluding benefit costs*

In the event that the Core Producer Price Index, as reported by the Bureau of Labor Statistics, reflects an inflation of greater than 3%, the Company shall have the ability to adjust the manufacturing cost efficiency targets subject to the Compensation Committee’s approval.

•

Individual participant awards are modified to reflect any adjustments permitted by the STIP and subject to a maximum final Award Multiplier of 3.0 times target (or 2.5 times target for the CEO, CFO, General Counsel, Senior Vice President – Advanced Engineering, Senior Vice President – Manufacturing and Senior Vice President – Sales and Marketing (collectively, the “Senior Executive Team”)).

STIP Award

Each participant’s base award is determined as the monetary incentive target times the Award Multiplier modified to reflect any adjustments permitted by the STIP.

•	Except for the Senior Executive Team, individual awards may be adjusted up or down 100% in recognition of exceptional performance, including individual, facility, and/or

functional area performance and performance against other strategic initiatiaves. Individual awards for each member of the Senior Executive Team may be adjusted up or down 25%.

•	Adjustments to awards for executive officers, including our Senior Executive Team, require approval by the Compensation Committee. All other adjustments require the approval of our President and CEO.

Form and Timing of Payment

•	STIP awards are paid, at the Company’s election, in cash, non-restricted shares of the Company’s common stock or a combination of cash and non-restricted shares no later than March 15 following the end of the year.

•	Except as set forth in this STIP, Awards are conditioned on employment by the Company or any affiliate on date of payment.

Detrimental Activity

•

If a participant, either during employment by the Company or any affiliate or within one year after termination of such employment (or, if termination of such employment results from retirement at or after age 65, within the period ending one year after the date the Company paid the STIP award to the participant), shall engage in any Detrimental Activity (as defined below), upon notice of such finding, the participant shall forfeit to the Company any payment received under this STIP.

•

To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any affiliate to the participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code.

•	“Detrimental Activity” means any conduct or act determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the Company or any affiliate, including, without limitation, any one or more of the following types of activity:

Conduct resulting in an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws.

Engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Participant has had any direct responsibility during the last two years of the participant’s employment with the Company or an affiliate, in any territory in which the Company or an affiliate

manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity.

Soliciting any employee of the Company or an affiliate to terminate the employee’s employment with the Company or an affiliate.

The disclosure to anyone outside the Company or an affiliate, or the use in other than the Company’s or an affiliate’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its subsidiaries acquired by the participant during the participant’s employment with the Company or its subsidiaries or while acting as a consultant for the Company or its subsidiaries.

The failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the participant during employment by the Company or any affiliate, relating in any manner to the actual or anticipated business, research or development work of the Company or any affiliate or the failure or refusal to do anything reasonably necessary to enable the Company or any affiliate to secure a patent where appropriate in the U.S. and in other countries.

Activity that results in termination for Cause (as defined below).

•

“Cause” means (i) the participant’s engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (ii) the participant’s habitual drug or alcohol use which impairs the ability of the participant to perform the participant’s duties with the Company or its affiliates, (iii) the participant’s indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the participant’s incarceration with respect to any of the foregoing that, in each case, impairs the participant’s ability to continue to perform the participant’s duties with the Company and its affiliates, or (iv) the participant’s material breach of any written employment agreement or other agreement between the Company and the participant, breach of the Company’s Code of Business Conduct, or failure by the participant to substantially perform the participant’s duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the participant demanding substantial performance and the participant has had a reasonable opportunity to correct such breach or failure to perform.

Other Administrative Provisions

•

Costs and expenses incurred by the Company in connection with the ongoing implementation of the enterprise resource planning project and otherwise included in the calculation of the Company’s Adjusted EBITDA shall be added back to the Company’s Adjusted EBITDA solely for purposes of determining the Award Multiplier under this

STIP except to the extent attributable or otherwise allocated to facilities which have completed the implementation of the project.

•	The STIP will be reviewed annually.

•	Annual incentive awards paid from the STIP count as additional compensation for purposes of the Company’s Defined Contribution and Restoration Plans but not for other Company benefits.

•	All applicable federal, state, local and FICA taxes will be withheld from all incentive award payments.

•	Retirement or termination: If a participant dies, or retires at or after age 65, or becomes disabled, the participant’s award shall be determined based on the Company’s actual performance and prorated for the actual number of days of the participant’s employment during 2022.

•	Leave of absence participants earn a prorated award based on the number of months of active employment.

•

Beneficiary designation: In the event of death the deceased participant’s designated beneficiary will receive any payments due under the STIP. If there is no designated beneficiary on file with Human Resources, any amounts due will be paid to the surviving spouse or, if no surviving spouse, to the participant’s estate.

•

Non transferability: No amounts earned under the STIP may be sold, transferred, pledged or assigned, other than by will or the laws of descent and distribution until the termination of the applicable performance period. All rights to benefits under the STIP are exercisable only by the participant or, in the case of death, by the participant’s beneficiary.

•

The STIP may be modified, amended or terminated by the Compensation Committee at any time. If the plan is terminated, modified or amended, then future payments from the STIP are governed by such modifications or amendments. If terminated, then a prorated award will be determined based on number of months up to termination, and paid before March 15 following the end of the year.

•	The STIP constitutes no right to continued employment.

•	In addition to the Company’s clawback rights described above, awards under the STIP shall be subject to any clawback policies required by the Securities and Exchange Commission which the Company is required to adopt and implement.

•	The CEO, with oversight from the Compensation Committee, has the discretionary authority to interpret the terms of the plan and those decisions shall be final, binding and conclusive on all persons affected.

Exhibit 10.2

Kaiser Aluminum 2022-2024 Long-Term Incentive Plan


Management Objective:	The applicable measurable performance objective:
	●	for 60% of the Performance Shares is the percentile ranking (“Relative TSR Ranking”) of the total shareholder return (“TSR”) of Kaiser Aluminum Corporation (the “Company”) over the period from January 1, 2022 through December 31, 2024 (the “Performance Period”) compared to the TSR of companies listed on Annex I hereto (each, a “Peer Company”), each of which is a member of the S&P 1000 Materials Index, over the Performance Period; and
	●	for 40% of the Performance Shares is the Company’s reported adjusted earnings before interest, tax, depreciation and amortization (“EBITDA”) margin (“Adjusted EBITDA Margin”), measured by the Company’s adjusted EBITDA as a percentage of value added revenue (“VAR”), over the Performance Period.
	TSR Performance Objective
	The Relative TSR Ranking will be based on the Company’s relative stock performance against the Peer Companies, with any dividends being treated as being reinvested on the applicable ex-dividend date.
	The beginning and ending share prices are determined using the 20 trading day averages preceding the beginning and the end of the applicable performance period, respectively.
	Any Peer Company that is acquired during the Performance Period shall be omitted from the peer group and will not be included in determining the Relative TSR Ranking.
	Any Peer Company that files for bankruptcy, or that has its shares delisted from its primary stock exchange because it fails to meet the exchange listing requirements (other than as a result of its acquisition), during the Performance Period shall remain in the peer group and will be ranked last for purposes of determining the Relative TSR Ranking.


The Relative TSR Ranking target is the 50^th percentile (the “Target TSR Ranking”). The payout for TSR performance at the target level (a multiplier of 1.00x) is 100% of the applicable Performance Shares. The threshold performance required to potentially earn Performance Shares is a Relative TSR Ranking at the 25^th percentile. The payout for TSR performance at the threshold level (a multiplier of 0.50x) is 50% of the applicable Performance Shares. If the Relative TSR Ranking is below the 25^th percentile, no Performance Shares will be earned. If the Relative TSR Ranking equals or exceeds the 90^th percentile, Performance Shares will be earned at the maximum level. The payout for performance at the maximum level (a multiplier of 2.00x) is 200% of the applicable Performance Shares.
The multiplier for Performance Shares based on TSR Percentile Ranking will be determined by straight line interpolation between the measuring points based on the Relative TSR Ranking as follows:
	TSR Percentile Ranking <25^th percentile 25^th percentile 50^th percentile 75^th percentile ≥90^th percentile	Multiplier 0.00x 0.50x 1.00x 1.50x 2.00x
If the TSR of the Company over the Performance Period is negative, then the multiplier shall be capped at 1.00x.
Adjusted EBITDA Margin Objective
The Company’s Adjusted EBITDA Margin performance is measured by the Company’s adjusted EBITDA as a percentage of VAR over the Performance Period.


	Except as otherwise noted below, Adjusted EBITDA shall equal the sum of the Company’s adjusted EBITDA as reflected in the Company’s Reconciliations of Non-GAAP Measures – Consolidated, as reported in the Company’s earnings materials, for the three years over the Performance Period. Costs and expenses incurred by the Company in connection with the ongoing implementation of the enterprise resource planning project and otherwise included in the calculation of the Company’s Adjusted EBITDA shall be added back to the Company’s Adjusted EBITDA solely for purposes of determining the Company’s Adjusted EBITDA Margin performance under this plan except to the extent attributable or otherwise allocated to facilities which have completed the implementation of the project.
	VAR shall equal the sum of the Company’s Net Sales less the hedged cost of alloyed metal for three years over the Performance Period.
	The Adjusted EBITDA Margin target is [a target performance level approved by the compensation committee] (the “Target Adjusted EBITDA Margin Performance”). The payout for Target Adjusted EBITDA Margin Performance (a multiplier of 1.00x) is 100% of the applicable Performance Shares. If the Adjusted EBITDA Margin is equal to or less than [the threshold level approved by the compensation committee], no Performance Shares will be earned. If the Adjusted EBITDA Margin equals or exceeds [the maximum performance level approved by the compensation committee], Performance Shares will be earned at the maximum level. The payout for performance at the maximum level (a multiplier of 2.00x) is 200% of the applicable Performance Shares.
	The multiplier for Performance Shares based on Adjusted EBITDA Margin Performance will be determined by a straight line interpolation based on the Adjusted EBITDA Margin [targets approved by the compensation committee.]
Determination of Number of Performance Shares Potentially Earned:	The number of Performance Shares earned, if any, will be determined as follows:
	●	Following December 31, 2024, the compensation committee will approve a multiplier (“LTI Multiplier”) for each of the performance metrics described above based on the Company’s performance.
	●	The number of Performance Shares earned, if any, will equal the sum of the product (rounded down to the nearest whole number) of (1) the target number of Performance Shares granted under each performance metric and (2) the LTI Multiplier determined based on each of the applicable Company performance metrics (rounded to the nearest whole percentage point); provided, however, such number will not exceed two times the target number of Performance Shares granted hereunder.
	The compensation committee will approve the LTI Multiplier for each performance metric no later than March 15, 2025.
Administrative Provisions:	In addition to the Company’s clawback rights described in the applicable grant documents, awards under this plan shall be subject to any clawback policies required by the Securities and Exchange Commission which the Company is required to adopt and implement. Additional administrative provisions are reflected in the terms of the applicable grant documents.

Annex I

Peer Company List