Comfort Systems USA Inc DEF 14A, filed Apr 9, 2026

Comfort Systems USA Inc (FIX)

DEF 14A 2026-04-09 For: 2026-05-18

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Added on June 12, 2026

About this DEF 14A

Comfort Systems USA Inc filed this DEF 14A on April 9, 2026.

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☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
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NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Comfort Systems USA, Inc., a Delaware corporation (the “Company”), will be held:

		Monday, May 18, 2026 11:00 a.m. Central Time

		The Houstonian 111 North Post Oak Lane Houston, Texas 77024

		Stockholders of record at the close of business on March 19, 2026 are entitled to notice of, and to vote at, the Annual Meeting.


	By Order of the Board of Directors,


	Rachel Eslicker
	Corporate Secretary
	Houston, Texas
	April 9, 2026

●	Darcy G. Anderson	●	Herman E. Bulls
●	Rhoman J. Hardy	●	Gaurav Kapoor
●	Brian E. Lane	●	Pablo G. Mercado
●	Franklin Myers	●	William J. Sandbrook
●	Constance E. Skidmore	●	Cindy L. Wallis-Lage

2	To ratify the appointment of Deloitte & Touche LLP, independent auditors, as the Company’s auditors for 2026
3	To hold a non-binding advisory vote on the compensation paid by the Company to its named executive officers for 2025 (the “Named Executive Officers”), commonly referred to as a “Say on Pay” proposal
4	To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other intermediary to see which voting methods are available to you.		INTERNET Visit the website on your proxy card		BY TELEPHONE Call the telephone number on your proxy card		BY MAIL Sign, date, and return your proxy card in the enclosed envelope		IN PERSON Attend the annual meeting in Houston, Texas

PROXY SUMMARY	4
2026 Annual Meeting of Stockholders	4
Governance Overview	5
Overview of Audit Matters	8
Stockholder Engagement and Compensation Overview	9

GENERAL MEETING INFORMATION	10

PROPOSAL 1: ELECTION OF DIRECTORS	14
Board of Directors	14
Information with Respect to Nominees for Director	14
Meetings of the Board and Committees	20
Corporate Governance	24
Director Compensation for 2025	27

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS	29
Relationship with Independent Auditors	29

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31

COMPENSATION DISCUSSION AND ANALYSIS	33
Overview	33
2025 Performance Highlights	34
Leadership Transitions	34
Compensation and Governance Practices	34
Consideration of Stockholder Advisory Vote	35
Compensation Philosophy and Objectives	35
Use of Tally Sheets	37
Chief Executive Officer Compensation	37
Elements of Compensation	38
Allocation Among Compensation Elements	39
Change in Control and Severance Benefits	48
Stock Ownership Requirements	48
Executive Compensation Recovery, or “Clawback,” Policy	49
Anti-Hedging/Pledging Policy	49
Equity Award Policy and Practices	49
Risk Considerations in our Compensation Policies	49
Impact of Accounting and Tax Treatment on Compensation	49

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT	50

SUMMARY OF EXECUTIVE COMPENSATION	51
Summary Compensation Table	51
GRANTS OF PLAN-BASED AWARDS	53

EQUITY AWARDS	54

OUTSTANDING EQUITY AWARDS AT YEAR-END	55

OPTION EXERCISES AND STOCK VESTED	57

PENSION BENEFITS	57

NONQUALIFIED DEFERRED COMPENSATION	57

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	58
Summary of Potential Payments	59

EQUITY COMPENSATION PLAN INFORMATION	61

RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN COMPANY EMPLOYEE COMPENSATION	62

PAY VS. PERFORMANCE	63
Pay vs. Performance Table	63
Company-selected Measures	65
Analysis of the Information Presented in the Pay vs. Performance Table	65

REPORT OF THE AUDIT COMMITTEE	68

OTHER INFORMATION	69
Compensation and Human Capital Committee Interlocks and Insider Participation	69
Delinquent Section 16(a) Reports	69
Householding of Stockholder Materials	69
Certain Relationships and Related Transactions	69
Interest of Certain Persons in Matters to Be Acted Upon	70
Stockholder Proposals for the 2027 Annual Meeting	70
Other Business	70
Form 10-K and Annual Report to Stockholders	70


TIME AND DATE	LOCATION	RECORD DATE
Monday, May 18, 2026 11:00 a.m. Central Time	The Houstonian 111 North Post Oak Lane Houston, Texas 77024	Stockholders of record at the close of business on March 19, 2026 are entitled to notice of, and to vote at, the Annual Meeting

Proposal		Board’s Recommendation		See Page
1	Election of the ten director nominees for a one-year term		FOR each director nominee	14
2	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026		FOR	29
3	Advisory vote to approve the compensation of the Company’s Named Executive Officers		FOR	30

Have your proxy card available and follow the instructions.			Beneficial Owners
	By Telephone	Call toll-free 1-800-PROXIES (1-800-776-9437) in the U.S. or 1-201-299-4446 from outside the country	If you are a beneficial owner and your shares are held by a bank, broker, or other intermediary, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the internet, availability and specific procedures will depend on their voting arrangements.
	By Internet	Visit, 24/7, www.voteproxy.com
	By Mail	Complete, date, and sign your proxy card and send by mail in the enclosed postage-paid envelope
	By Mobile Device	Scan the QR code

							Committee Membership
Name & Principal Occupation		Age	Director Since	Independent	Other Current Public Company Boards	Audit	Compensation & Human Capital	Nominating, Governance, & Sustainability
	DARCY G. ANDERSON Vice Chairman, Hillwood Management	69	2008		0
	HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL	70	2001		2
	RHOMAN J. HARDY Former Sr. Vice President, Shell USA, Inc.	57	2023		1
	GAURAV KAPOOR Chief Financial & Operations Officer, AECOM	48	2024		0
	BRIAN E. LANE CEO, Comfort Systems USA	69	2010		1
	PABLO G. MERCADO CFO, S&S Activewear	49	2018		0
	FRANKLIN MYERS CEO, HF Sinclair CHAIR OF THE BOARD SINCE 2014	73	2005		1
	WILLIAM J. SANDBROOK Executive Chairman, Andretti Acquisition Corp. II	68	2018		2
	CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC	74	2012		1
	CINDY L. WALLIS-LAGE Former Executive Director, Sustainability & Resilience, Black & Veatch	63	2021		1

		Senior Leadership Experience
		Other Public Company Board Experience
		Finance / Accounting Experience
		Commercial Building / Industrial Construction / Service Experience
		Marketing / Business Development / M&A Experience
		Human Capital Management / Compensation Experience
		Technology / Cybersecurity / Innovation Experience
		Legal / Compliance Experience
		Corporate Governance Experience
		Diversity*
* 2 female directors and 4 directors who self-identify as racially / ethnically diverse

CORPORATE GOVERNANCE HIGHLIGHTS
	9 of our 10 continuing directors are independent	Active oversight of strategic and risk management issues
	All committees are solely comprised of independent board members	Stock ownership guidelines for directors and executives
	Annual elections of the Board	Annual review and succession planning
	Our Board balances fresh thinking and new perspectives with institutional knowledge and stability	No overboarding
	Annual Board self-evaluations to evaluate performance and effectiveness	Focus on creating long-term value for our stockholders
	Regular investor outreach and engagement to discuss our performance, governance policies, and other topics: during 2025, executive officers held more than 230 meetings, including those held during the course of 14 investor conferences and 12 roadshows	New director orientation and ongoing education
	Policy to address the resignation of a director nominee who receives more votes “withheld” than votes “for” his or her election in an uncontested election	Mandatory retirement policy following a director’s 75th birthday

		INDEPENDENCE				DIVERSITY



		AGE				TENURE


SAFETY		HUMAN CAPITAL
We focus on company-wide accident prevention, not just OSHA compliance. We believe safety has more to do with what is in the minds of our workers and the hearts of our management. Our employees receive comprehensive training and certification in OSHA 10-Hour Safety. Managers and supervisors receive OSHA 30-hour safety training. We also provide our employees with the safety equipment they need to perform their work. Our Think 5 x 5 initiative increases worker awareness and enhances the company culture to “Safely take 5 seconds and 5 steps back” to think about their surroundings and work area to make sure it is a safe environment. We strictly adhere to all federal, state, and local regulations.		We provide opportunities for personal and professional growth and development and invest in leadership training, mentoring, and succession planning initiatives to equip our future leaders for generations to come. We have created in-house training courses specific to leadership, communication, relationship management, diversity and inclusion, ethics and conduct in the workplace, and many more key competencies for our employees’ development.


ENVIRONMENT		CONTINUOUS IMPROVEMENT
We believe that the work we perform to optimize and upgrade systems and to enable wise controls allows our customers to reduce their energy use, which in turn reduces our nation’s carbon footprint. Our emphasis on environmental stewardship and improving productivity drives our effort to become more energy efficient. We strive to minimize our environmental impacts through Board oversight, regulatory compliance, ongoing improvement investments, local specialists, and community group involvement. Our Board supplies high-level oversight of our corporate sustainability performance and material sustainability issues, as applicable, through the Nominating, Governance, and Sustainability Committee, which reviews and advises on updates from our internal Sustainability Committee, made up of a diverse set of corporate leadership, on at least a bi-annual basis.		We have invested in the experts, training, and internal and external knowledge transfer to ensure that we are properly scaling, achieving true buildability, and fundamentally and continuously improving our design capabilities to meet our customers’ evolving requirements. We are improving productivity by increasing use of innovative techniques in prefabrication, project design, and planning, as well as in coordination and production methods. Our investments in design and building information modeling enable us to collaborate with our customers to achieve reliable and energy efficient construction outcomes and to eliminate unnecessary waste. We work to identify, develop, and implement new materials, products, and methods that can achieve greater productivity and more efficient and sustainable outcomes.


OUR COMMUNITIES		DIVERSITY AND INCLUSION
We believe in making a positive difference in people’s lives and maintaining the health and welfare of the communities where we live and work. We promote, encourage, and support a diverse range of corporate social responsibility activities. Our employees’ involvement in the many initiatives we support is integral to the success of our impact in the communities where we operate.		We are an equal opportunity employer, and we welcome and celebrate our teams’ differences, experiences, and beliefs. We expect all employees to be treated with dignity and respect in an environment free from discrimination and harassment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, veteran status, genetic information, or any other protected class. Supporting our employees and representing the communities we serve are important to our leadership team. Diversity and inclusion is a competitive advantage that helps drive growth and innovation. The Compensation and Human Capital Committee of our Board of Directors provides oversight on our diversity and inclusion strategy.

●	Provide competitive total compensation consistent with job scope, experience, and related skills
●	Link bonus opportunities to the Company’s performance
●	Grant equity compensation at competitive levels, a significant portion of which is performance-based
●	Avoid unnecessary and imprudent risks
●	Attract and motivate talented executive officers and minimize turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership

Chief Executive Officer		Average of Other Named Executive Officers

COMPENSATION PRACTICES
	A majority of each executive officer’s compensation is at-risk (i.e., variable and not fixed).*	Executive officers and directors are subject to stock ownership requirements.
	A majority of each executive officer’s compensation is tied to the Company’s financial performance and/or stock price.*	The Company has adopted a compensation clawback policy and an anti-hedging/pledging policy that apply to all executive officers.
	50% of each executive officer’s equity awards are subject to the Company achieving specific performance goals over a 3-year time horizon.*	The Compensation and Human Capital Committee and management routinely engage with independent third parties, including an independent compensation consultant and the Company’s stockholders, to advise and provide feedback on executive compensation matters.

Proposal	Voting Choices	Board Recommendation	Voting Details and Applicable Policies	Withholding, Abstaining, and Broker Non-Votes
1 Election of Directors In the vote on the election of director nominees nominated by the Board of Directors to serve until the 2027 Annual Meeting, stockholders may:	● Vote for all nominees ● Withhold authority from the proxy holders to vote for all nominees ● Vote for all nominees except those specified	FOR all nominees	The Board recommends a vote FOR all nominees. If a quorum is present, the ten nominees for election as directors receiving the greatest number of votes properly cast at the Annual Meeting, or at any adjournments or postponements thereof, will be elected. The Company has a policy to address the resignation of an incumbent director who receives more votes “withheld” than votes “for” his or her election. See the subsection titled “Director Resignation Policy” below.	Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of the election.
2 Ratification of Auditors In the vote on whether to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for the year ending December 31, 2026, stockholders may:	● Vote for ratification ● Vote against ratification ● Abstain from voting on ratification	FOR	The Board recommends a vote FOR ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will be required to ratify the appointment of the independent auditors.	Abstentions will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.
3 “Say on Pay” Vote In the non-binding advisory vote on whether to approve the compensation paid by the Company to its named executive officers, stockholders may:	● Vote for approval ● Vote against approval ● Abstain from voting on the approval	FOR	The Board recommends a vote FOR approval. The affirmative vote of a majority of the votes cast by stockholders represented at the Annual Meeting and entitled to vote on this proposal will constitute the stockholders’ non-binding approval with respect to the Company’s executive compensation program. The Board and the Compensation and Human Capital Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation.	Abstentions and broker non-votes will be counted toward a quorum, but will not be taken into account in determining the outcome of this vote.

					Committee Membership
Name	Primary (or Former) Occupation	Age	Director Since	Independent	Audit	Compensation and Human Capital	Nominating, Governance, and Sustainability
Darcy G. Anderson	Vice Chairman of Hillwood Management	69	2008
Herman E. Bulls	Vice Chairman, Americas and International Director of JLL	70	2001
Rhoman J. Hardy	Former Senior Vice President of Shell USA, Inc.	57	2023
Gaurav Kapoor	Chief Financial & Operations Officer of AECOM	48	2024
Brian E. Lane	CEO of Comfort Systems USA	69	2010
Pablo G. Mercado	CFO of S&S Activewear	49	2018
Franklin Myers	CEO of HF Sinclair	73	2005
William J. Sandbrook	Executive Chairman of Andretti Acquisition Corp. II	68	2018
Constance E. Skidmore	Former Managing Partner and Board Member of PwC	74	2012
Cindy L. Wallis-Lage	Former Executive Director, Sustainability & Resilience of Black & Veatch	63	2021

HERMAN E. BULLS
Age 70	Committees:
Director	● Nominating, Governance, and Sustainability
Independent

GAURAV KAPOOR
Age 48	Committees:
Director	● Audit
Independent

BRIAN E. LANE
Age 69	Committees:
Director and Chief Executive Officer	● Not applicable

FRANKLIN MYERS
Age 73	Committees:
Director and Board Chair	● Audit
Independent

CINDY L. WALLIS-LAGE
Age 63	Committees:
Director	● Nominating, Governance, and Sustainability
Independent

●	Certify that he or she meets the requirements to be: (a) independent under the NYSE’s listing standards and the Board’s Independence Guidelines, and (b) a non-employee director under Rule 16b-3 of the Exchange Act;
●	Consent to serve on the Board, if nominated and elected; and
●	Agree to complete, upon request, a customary director’s questionnaire.

Name⁽¹⁾	Fees Earned or Paid in Cash⁽²⁾ ($)	Stock Awards⁽³⁾ ($)	All Other Compensation⁽⁴⁾ ($)	Total ($)
Darcy G. Anderson	80,000	159,830	0	239,830
Herman E. Bulls	80,000	159,830	0	239,830
Rhoman J. Hardy	80,000	159,830	0	239,830
Gaurav Kapoor	80,000	159,830	0	239,830
Pablo G. Mercado	110,000	159,830	0	269,830
Franklin Myers	205,000	159,830	0	364,830
William J. Sandbrook	80,000	159,830	0	239,830
Constance E. Skidmore	100,000	159,830	0	259,830
Vance W. Tang	30,110	0	0	30,110
Cindy L. Wallis-Lage	100,000	159,830	0	259,830

(1)	Brian E. Lane also served as a member of the Board during 2025 but was an employee of the Company in 2025 and received no additional compensation for his service on the Board. Mr. Lane’s compensation for his service as an employee for 2025 is disclosed in the “Summary Compensation Table” included elsewhere in this proxy statement.
(2)	Amounts in this column represent fees earned in 2025. Mr. Tang retired effective May 16, 2025, and the amount reflects a prorated portion of the annual cash fee for service on the Board in 2025.
(3)	Represents grants of 342 fully-vested shares of Common Stock. The aggregate grant date fair value of the shares was computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, and is equal to the number of shares granted multiplied by the average of the high and low price of the Common Stock on the date of grant. Mr. Tang did not stand for re-election at the 2025 Annual Meeting and, as a result, he did not receive an equity award for 2025.
(4)	The Company maintains a visiting director’s office for all members of the Board at its headquarters in Houston, Texas. The office is available on a first-come-first-served basis for all directors. In accordance with SEC regulations, perquisites that in the aggregate total less than $10,000 are not required to be disclosed. No amount is included in the table above with respect to the availability and use of this office.

Description	2025			2024
Audit Fees	$	3,869,246		$	3,689,501
Audit-Related Fees	$	0		$	0
Tax Fees	$	0		$	0
All Other Fees	$	2,051	⁽¹⁾	$	2,051	⁽¹⁾

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner(s)⁽¹⁾	Number of Shares Beneficially Owned as of March 1, 2026		% of Class⁽²⁾
BRIAN LANE	171,523	⁽³⁾	*
FRANKLIN MYERS	86,490		*
WILLIAM GEORGE	37,824	⁽⁴⁾	*
HERMAN BULLS	29,774		*
DARCY ANDERSON	22,535		*
TRENT MCKENNA	21,639	⁽⁵⁾	*
JULIE SHAEFF	16,023	⁽⁶⁾	*
CONSTANCE SKIDMORE	12,627		*
WILLIAM SANDBROOK	9,166	⁽⁷⁾	*
PABLO MERCADO	3,500		*
LAURA HOWELL⁽⁸⁾	7,248	⁽⁹⁾	*
VANCE TANG⁽¹⁰⁾	4,998	⁽¹¹⁾	*
CINDY WALLIS-LAGE	5,713	⁽¹²⁾	*
TERRENCE REED	4,621	⁽¹³⁾	*
RHOMAN HARDY	2,127		*
GAURAV KAPOOR	727		*
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP (17 PERSONS)⁽¹⁴⁾	437,025		1.24%
BLACKROCK, INC. 50 HUDSON YARDS NEW YORK, NEW YORK 10001		⁽¹⁵⁾	8.3%
THE VANGUARD GROUP, INC. 100 VANGUARD BLVD. MALVERN, PENNSYLVANIA 19355		⁽¹⁶⁾	12.21%
FMR LLC 245 SUMMER STREET BOSTON, MASSACHUSETTS 02210		⁽¹⁷⁾	5.4%

*	Less than 1%.
(1)	Except as noted, the address of each person is c/o Comfort Systems USA, Inc., 9753 Katy Freeway, Suite 700, Houston, Texas 77024.
(2)	Calculated using total outstanding shares as of March 1, 2026, which was 35,174,967 (excluding 5,948,398 shares held in treasury).
(3)	Includes 17,366 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(4)	Includes 13,281 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(5)	Includes 3,960 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.

(6)	Includes 1,473 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(7)	Includes 170 shares held by a member of Mr. Sandbrook’s household.
(8)	Ms. Howell transitioned from her role as Senior Vice President and General Counsel to a non-executive advisory position effective December 31, 2025.
(9)	Includes 2,437 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(10)	Mr. Tang retired from the Board of Directors effective May 16, 2025.
(11)	Includes 4,998 shares of Common Stock held in The Tang Living Trust, dated October 3, 2014, for which Mr. Tang and his spouse are trustees.
(12)	Includes 5,713 shares of Common Stock held in the Kent L. Lage and Cindy L. Wallis-Lage Trust, dated December 21, 2017, for which Ms. Wallis-Lage and her spouse are trustees.
(13)	Includes 1,398 shares of Common Stock issued pursuant to restricted stock grants that remain subject to tenure vesting.
(14)	Includes Ms. Eslicker, who was appointed Senior Vice President and General Counsel effective December 31, 2025.
(15)	As reported by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on January 21, 2026. The Schedule 13G/A states that BlackRock, Inc. has sole voting power with respect to 2,749,346 shares of Common Stock and sole dispositive power with respect to 2,917,000 shares of Common Stock.
(16)	As reported by The Vanguard Group, Inc. in a Schedule 13G/A filed with the SEC on January 30, 2026. The Schedule 13G/A states that The Vanguard Group, Inc. has shared voting power with respect to 309,812 shares of Common Stock and shared dispositive power with respect to 4,309,811 shares of Common Stock.
(17)	As reported by FMR LLC, in a Schedule 13/G filed with the SEC on November 11, 2025. The Schedule 13G states that FMR LLC has sole voting power with respect to 1,878,665.40 shares of Common Stock and sole dispositive power with respect to 1,892,021.47 shares of Common Stock.

●	an overview and analysis of the Company’s executive compensation program;
●	the material decisions made with respect to 2025 compensation for the Named Executive Officers; and
●	the material factors considered in making those decisions.

HIGHLIGHTS
Compensation Discussion and Analysis		33

Overview		33

2025 Named Executive Officers		33

2025 Performance Highlights		34

Consideration of Stockholder Advisory Vote		35

Allocation Among Compensation Elements		39

$9.10B	$11.94B*	$1.02B
REVENUE	BACKLOG	NET INCOME

$28.88	$1.19B	$1.04B
EPS (PER DILUTED SHARE)	OPERATING CASH FLOW	FREE CASH FLOW

●	Trent McKenna, who has served as Executive Vice President and Chief Operating Officer since January 2021, transitioned to President and Chief Operating Officer effective January 1, 2026.
●	Concurrently with Mr. McKenna’s assumption of the role of President, Mr. Lane, who served as President and Chief Executive Officer since 2011, relinquished the title of President. Mr. Lane continues to serve as our Chief Executive Officer.
●	Laura Howell, who served as our Senior Vice President and General Counsel since January 2019, transitioned to a non-executive advisory role effective December 31, 2025. On that same date, Rachel R. Eslicker commenced serving as our Senior Vice President and General Counsel.

OUR COMPENSATION OBJECTIVES
	providing competitive total compensation consistent with job scope, experience, and related skills;	avoiding unnecessary and imprudent risks; and
	linking bonus opportunities to the Company’s performance;	attracting and motivating talented executive officers and minimizing turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership.
	granting equity compensation at competitive levels, a significant portion of which is performance-based;