Lithia Motors Inc DEF 14A, filed Mar 8, 2023

Lithia Motors Inc (LAD)

DEF 14A 2023-03-08

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Added on June 12, 2026

About this DEF 14A

Lithia Motors Inc filed this DEF 14A on March 8, 2023.

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐

CHECK THE APPROPRIATE BOX:

☐ Preliminary Proxy Statement			☒ Definitive Proxy Statement
☐ Confidential, for Use of the Commission			☐ Definitive Additional Materials
Only (as permitted by Rule 14a-6(e)(2))			☐ Soliciting Material Pursuant to §240.14a-12

LITHIA MOTORS, INC.
(Exact Name of Registrant as Specified In Its Charter)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☒ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2023 ANNUAL MEETING INFORMATION

Meeting Date Thursday April 20, 2023	Annual Meeting Website www.virtualshareholder meeting.com/LAD2023	Meeting Time 8:30 a.m. (Pacific Daylight Time)	Record Date February 28, 2023
ITEMS OF BUSINESS
1.To elect the nine director nominees named in this proxy statement;
2.To approve, by an advisory vote, named executive officer compensation;
3.To approve, by an advisory vote, the frequency of future advisory votes on executive compensation; and
4.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year ending December 31, 2023.

LITHIA MOTORS, INC. PROXY STATEMENT			7
2022 Achievements and Performance Highlights			7
Our Company Strategy			8
DIRECTORS AND NOMINEES			9
Summary of Director Experience and Qualifications			10
Director Biographies			11
Non-Director Executive Officers			14
CORPORATE GOVERNANCE Board Leadership and Structure			16
Board of Directors			16
2022 Board and Committee Composition			16
Board Committees			16
Director Independence			18
Lead Independent Director and Governance Practices			18
From our Lead Independent Director			19
Director Qualifications and Nominations			21
Our Board’s Risk Oversight Role			22
Cybersecurity			23
Code of Business Conduct and Ethics			23
Compensation of Directors			23
Non-Employee Director Compensation			23
2022 Director Compensation			24
Non-Employee Director Compensation Table			24
Deferred Compensation Agreements with Non-Employee Directors.			25
Non-Employee Director Stock Ownership Policy; Hedging and Pledging Restrictions			25
CORPORATE RESPONSIBILITY Our Commitment to all Stakeholders			26
Environmental			27
Waste and Recycling			27
Social			28
Diversity & Inclusion			28
EXECUTIVE COMPENSATION Compensation Discussion & Analysis			29
Summary Compensation Table			48
Pay Versus Performance			56
PROPOSAL NO. 1 Election of Directors			58
PROPOSAL NO. 2 Advisory vote to approve the compensation of our named executive officers			59
PROPOSAL NO. 3 Advisory vote to approve the frequency of future advisory votes on the compensation of our named executive officers			60

PROPOSAL NO. 4 Ratify the appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2023			61
We Engaged KPMG After a Rigorous Review Process			61
Fees Paid to KPMG LLP Related to Fiscal Years 2022 and 2021			62
Pre-Approval Policies			62
Vote Required			62
Audit Committee Report			63
Selection of KPMG as our Auditor			63
Audit Committee Actions			63
ADDITIONAL OWNERSHIP INFORMATION			65
GENERAL INFORMATION About the Annual Meeting			67
Online Meeting			67
Mailing Date			67
Matters for Consideration at the Annual Meeting			67
Proxies			68
Voting			68
Who Can Vote			68
Quorum			68
“Shareholder of Record” and “Beneficial Ownership”			68
How to Vote			69
How You Can Revoke Your Proxy or Change Your Vote			69
Attending the Annual Meeting			69
Admission			69
Asking Questions			70
Discretionary Authority			70
Annual Meeting Voting Results			70
Additional Information			70
Solicitation Expenses			70
Electronic Delivery of Proxy Materials			70
Householding of Proxy Materials			70
Annual Report on Form 10-K			71
Other Materials			71
Communications with the Board			71
2023 Shareholder Proposals or Nominations			71
Shareholder Proposals			71
Shareholder Director Recommendations			72
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE			73

Skills and Experience		Description
	Finance	Directors with an understanding of accounting, financial reporting, capital allocation processes and financial markets are essential to ensuring effective oversight of our financial resources, risks and processes, and provide valuable advice and insights with respect to establishing a successful capital strategy critical to our ongoing success.
	Legal and Compliance	Directors with risk management and compliance oversight experience guide our Board and management in executing their responsibilities to identify, evaluate and understand the magnitude of various risks facing the Company, and are key in designing appropriate policies and procedures to effectively mitigate and manage those risks.
	Executive Compensation	Directors who have experience and expertise with tax, legal, securities and accounting issues are integral in setting the compensation of our executive officers and designing and implementing effective incentive plans.
	Risk Management	Directors with experience in risk management guide our risk mitigation strategy beyond mere financial and accounting risk, to encompass cyber, enterprise, compensation, supply chain and ESG risk management.
	International	Directors with international or global markets experience bring valuable knowledge and perspective of global industry dynamics to the Company and its international operations, including exposure to different cultural perspectives and practices and different political and regulatory environments.
	Strategic & Senior Leadership	Directors with senior leadership experience in complex public, private and government organizations, whether as an officer or board member, can effectively oversee the management of the Company and bring a valuable perspective to important operational issues, strategy and initiatives to drive change and growth. These directors are generally highly effective at motivating, managing and inspiring others and have talent, professional development and succession planning skills.
	Board Service & Governance	Directors with corporate governance experience gained from service on company boards provide valuable insight into the dynamics and operations of the Board and the impact that governance and compensation decisions have on the Company and stockholders. Their skills support the Company's goals of strong corporate governance practices through Board and management accountability, transparency, legal and regulatory compliance and protection of stockholder interests.
	Marketing, Advertising & Investor Relations	Directors that have effectively engaged both customers and investors guide us as we seek to solidify an omni-channel customer experience while listening to and protecting the interests of our stockholders.
	Technology, Cybersecurity, & Digital Innovation	As we continue to drive digital innovation in our market and the broader environment, we rely upon Directors with experience in innovating across digital platforms and designing systems to protect our electronic infrastructure, as well as our information and the information of our customers.
	Mergers & Acquisitions	Directors with strategic planning and merger and acquisition experience can provide insight as we identify the best strategic manner in which to expand our business and drive growth either through innovative strategic initiatives or acquisitions and other business ventures. Such individuals can provide valuable guidance on how to develop a strategic plan and oversee the execution of key strategic initiatives and evaluating our progress of those initiatives.
	Human Rights & Community Responsibility	Directors who have experience advocating not just for shareholders, but stakeholders, provide valuable insight into protecting the rights of people, our employees and the communities in which we do business, and are advocates of social justice.
	Diversity & Inclusion	Directors who have experience and expertise in building cultures that are rich in gender and ethnic diversity, inclusion and equal opportunity help us incorporate those same ideals into our human capital management strategy.

	HOW TO VOTE
				Only holders of record of our common stock at the close of business on February 28, 2023, the record date, will be entitled to notice of and to vote at the meeting and any adjournment thereof. A list of shareholders entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting at the 2023 Annual Meeting Website. You may vote or submit questions during the Annual Meeting by following the instructions available on the 2023 Annual Meeting Website. Further information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

	SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
	This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” “may,” and other words and terms of similar meaning or reference future dates. The Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis; however, each forward-looking statement involves a number of risks and uncertainties, including those set forth in this document, those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and those that have been or may be described in other reports filed by the Company, including reports on Form 8-K. The Company cautions that forward-looking statements are inherently less reliable than historical information. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation: (i) future market conditions, including anticipated car and other sales levels and the supply of inventory; (ii) our business strategy and plans, including our achieving our 2025 Plan and related targets; (iii) the growth , expansion, make-up and success of our network, including finding accretive acquisitions and acquiring additional stores; (iv) annualized revenues from acquired stores; (v) the growth and performance of our Driveway e-commerce home solution and Driveway Finance Corporation (“DFC”), their synergies and other impacts on our business and our ability to meet Driveway and DFC-related targets; (vi) the impact of sustainable vehicles and other market and regulatory changes on our business; (vii) our capital allocations and uses and levels of capital expenditures in the future; (viii) expected operating results, such as improved store performance, improvement of selling, general and administrative expenses (“SG&A”) as a percentage of gross profit and any projections; (ix) our anticipated financial condition and liquidity, including from our cash and the future availability of our credit facilities, unfinanced real estate and other financing sources; (x) our continuing to purchase shares under our share repurchase program; (xi) our compliance with financial and restrictive covenants in our credit facilities and other debt agreements; (xii) our programs and initiatives for employee recruitment, training, and retention; and (xiii) our strategies for customer retention, growth, market position, financial results and risk management. The Company does not undertake any duty to update any of the forward-looking statements after the date of this document to conform them to actual results or to reflect changes in events, circumstances or its expectations. New factors emerge from time to time and it is not possible for the Company to predict or assess the effects of all such factors or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

	OTHER
	All references in this proxy statement to “Lithia,” “Lithia Motors,” “Lithia & Driveway,” the “Company,” “we,” “us,” or “our” refer to Lithia Motors, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated. The content on any website referred to in this Proxy Statement is not incorporated by reference in this Proxy Statement unless expressly noted.

Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	All Other Compensation⁽³⁾	Total Compensation
Sidney B. DeBoer⁽⁴⁾	$146,667	$152,201	$—	$298,868
Susan O. Cain	$123,333	$152,201	$338	$275,873
James E. Lentz	$16,667	$83,511	$—	$100,178
Shauna F. McIntyre	$100,000	$152,201	$—	$252,201
Louis P. Miramontes	$133,333	$152,201	$—	$285,534
Kenneth E. Roberts	$100,000	$152,201	$4,780	$256,981
David J. Robino	$143,333	$152,201	$—	$295,534

	Name			Unvested Stock Awards (#)
	Sidney B. DeBoer			133
	Susan O. Cain			133
	James E. Lentz			195
	Shauna F. McIntyre			133
	Louis P. Miramontes			133
	Kenneth E. Roberts			133
	David J. Robino			133

Environmental Goals

Goal 1: Public Education Increase sustainability education and engage the public on the benefits of environmentally-sustainable vehicles via our GreenCars initiatives.

Goal 2: EV-Charging Network Expand EV-charging network to alleviate range anxiety.

Goal 3: Green Dealer Programs Grow sustainable business practices.

Goal 4: Bright Ideas Develop employee knowledge, creativity, and participation surrounding sustainability efforts.

Goal 5: Energy Efficiency Support facilities in applying for energy-efficient standards.

Social Goals

Goal 6: Employee Well-Being Encourage internal promotions and employee health and well-being.

Goal 7: Training & Professional Development Increase the scope of annual training per employee to promote professional growth opportunities.

Goal 8: Diversity & Inclusion Continue to reflect the diversity of our customers within our workforce.

Goal 9: Diverse Leadership Increase the diversity of our leadership teams to better reflect a variety of experiences and perspectives.

Goal 10: Community Commitment Increase nonprofit volunteerism and financial support.

We report our environmental activities based on the framework of SASB and GRI. Complete reporting, as well as our environmental and social initiatives, may be found on our corporate responsibility website: lithiacorporateresponsibility.com. Our environmental strategy prioritizes areas over which we can have the most positive impact, such as the transition to more environmentally-sustainable vehicles. As a result, we created and launched the GreenCars brand to encourage consumers to investigate environmentally friendly
transportation options. GreenCars aspires to lay the groundwork for a more sustainable world and the potential transition to electromobility throughout the Lithia & Driveway ecosystem. We want consumers to feel confident and supported when exploring the world of sustainable mobility. Whether it's a comparison grid to compare features or in-depth guides on how electric cars and hybrids work, GreenCars.com hosts a growing suite of resources to educate our customers. Unique visitors to GreenCars.com increased 744% in 2022 relative to the prior year. GreenCars also offers a growing nationwide electric vehicle charging network. The total number of charging stations across Lithia & Driveway's 296-store network has grown from 602 in 2021 to 896 in 2022. An interactive map of these locations can be found on GreenCars.com. Sustainability is an important principle throughout our Company, and our stores are encouraged to participate in sustainable business programs. For example, we project that 2022 retrofits will reduce energy consumption by 3.9M KW/h. Further, OEMs, Honda and Acura have implemented Green Dealer programs and, in 2022, the majority of our Honda and Acura stores were enrolled in these programs, demonstrating their commitment towards enhancing environmentally responsible business operations. Additionally, we expanded our annual Green Week initiative nationwide, which promotes and celebrates sustainable practices across our company. As an example, we hosted EV test drive events to increase engagement in our Trees for Test Drives Program, with the goal of helping reforest the Florida Panhandle while fostering EV education.

29	Introduction	42	Compensation Decision Making Process
30	Executive Summary	45	Executive Compensation Governance Components
34	Compensation Philosophy	47	Compensation Committee Report
35	Compensation Components	47	Compensation Committee Interlocks
36	2022 Compensation Program Design & Results		& Insider Participation

Lithia’s Compensation Committee prioritizes listening to the views of our shareholders. We rely on regular shareholder outreach and engagement activities conducted by our CEO and other members of our management team, as well as more formal channels including the opportunity for shareholders to cast a non-binding advisory vote regarding executive compensation at Lithia’s annual shareholder meeting. These communications provide an important platform to receive feedback from investors, promote transparency between the Board and our shareholders and help build informed and productive relationships.
Following historically successful shareholder outreach and a strong 2022 say-on-pay vote with 97% of votes cast in favor, in 2022, we engaged with shareholders representing 80% of our top 50 shareholders, on a variety of topics, including our executive compensation program. These top 50 shareholders collectively own over 75% of the Company’s outstanding capital stock.

What We Do		What We Do Not Do
✔	Align pay and performance, with significant percentages of target total direct compensation (TDC) based expressly on performance (88% for the CEO and 77% for the other NEOs)	✗No “golden parachute” gross-ups ✗No hedging/pledging/short-sales of company stock ✗No dividends paid on unvested shares ✗No perquisites beyond life and injury/disability related insurance coverage ✗No options/SARs granted below FMV ✗No repricing of options (which we do not currently grant) without shareholder approval ✗No excessive severance ✗No guaranteed salary increases, bonuses, or long-term incentive awards ✗No adjustment or modification of any outstanding cash or long-term equity incentive in response to COVID-19 pandemic and recent volatile market conditions
✔	Rigorous financial and strategic performance goals, with audited strategic attainment determinations
✔	Meaningful stock ownership guidelines for directors and executives
✔	Clawback policy covering cash incentives and stock awards due to financial restatement or misconduct resulting in reputational harm
✔	Double-trigger change in control provisions
✔	Entirely independent Compensation Committee
✔	Independent compensation consultant
✔	Annual compensation program and policies risk assessment
✔	Ability to exercise negative discretion on earned bonus amounts
✔	Long term incentives subject to both performance- and time-based vesting criteria.

Named Executive Officer	2021 Base Salary ($)	2022 Base Salary ($)	Base Salary Increase
Bryan B. DeBoer	1,106,000	1,250,000	13.02%
Tina H. Miller	420,000	525,000	25.00%
Christopher S. Holzshu	720,000	800,000	11.11%
Scott A. Hillier	500,000	525,000	5.00%
George N. Hines	450,000	480,000	6.67%

Adjusted EPS Goal	Low GPU $2,160	Mid GPU $2,600	High GPU $3,700	% of Payout
EPS Maximum	$27.75	$33.20	$51.65	200%
EPS Target	$22.95-$25.35	$27.40-$30.30	$42.65-$47.15	100%
EPS Threshold	$18.10-$12.25	$21.65	$33.70	25%

Revenue Goal	Objectives ($)	YoY Growth %	% of Payout
Maximum	29.5B	30%	200%
Target	26.1B - $27.2B	15% - 20%	100%
Threshold	22.7B	—%	25%

	Strategic Objectives			% of Payout
	Significantly Above Target			200%
	Above Target			150%
	Target			100%
	Below Target			25%

	Network Development (200% Achievement)			Driveway (125% Achievement)
	• Reached 95% of U.S. consumers within 235 miles. • Acquired 31 stores & revenue of $3.5 billion. • Successfully integrated acquired businesses, with 2021 acquisitions achieving 30% ROI (v. 15% ROI target). • Retained over 95% of employee’s post acquisition. • Divested 13 stores & recovered $212M in capital for future acquisitions.			• Driveway and GreenCars generated $862 million in revenue. • Achieved average of over 2 million unique visitors each month in Q4. • Reached over 1,200 SHOP transactions in December.
	Driveway Finance Corporation (200% Achievement)			GreenCars (175% Achievement)
	• Grew portfolio of outstanding loans from $700 million in December 31, 2021 to $2.1 billion. • Originated 19,200 loans worth $605 million in fourth quarter becoming Lithia’s #1 lender with a 13.4% penetration rate. • Completed second ABS issuance, raising nearly $300M. • Reduced credit risk by raising the portfolio’s average FICO score to 732.			• Serves as leading educational resource for sustainable vehicles. • Monthly unique visitors grew to over 500,000 in December 2022, with 1.3 million unique visitors in Q4.
	Corporate Sustainability & Responsibility (200% Achievement)
	• Public Education – unique visitors to GreenCars.com increased 744% YOY. • Energy Efficiency – projected annual savings of 3,873,688 KW/h from completed 2022 retrofits. • Employee promotion & well-being – Management promotions at 36% in 2022 compared to 8% in 2021. • DE&I – percentage of minority employee up 3 percentage points YOY.

Manufacturer Approvability Goals	Points	% of Payout
Maximum	17.5	200%
Target	13.5	100%
Threshold	9	25%

Named Executive Officer	Target Short-Term Incentive Plan as % of Base Salary	Actual 2022 Payout as % of Target	Actual 2022 Payout ($)
Bryan B. DeBoer	128%	127.9%	2,045,920
Tina H. Miller	81%	127.9%	543,448
Christopher S. Holzshu	94%	127.9%	959,025
Scott A. Hillier	80%	142.1%	596,620
George N. Hines	63%	127.9%	383,610

Named Executive Officer	EPS and Gross Profit per Unit (GPU) RSUs ($)	EPS and Gross Profit per Unit (GPU) RSUs (#)	Revenue RSUs ($)	Revenue RSUs (#)	Driveway RSUs ($)	Driveway RSUs (#)	Total Target Value of 2022 RSUs ($)	Total RSUs (#)
Bryan B. DeBoer	5,250,000	17,632	1,750,000	5,878	950,000	3,191	7,950,000	26,701
Tina H. Miller	675,000	2,267	225,000	756	200,000	672	1,100,000	3,695
Christopher S. Holzshu	1,725,000	5,794	575,000	1,932	750,000	2,519	3,050,000	10,245
Scott A. Hillier	487,500	1,638	162,500	546	600,000	2,016	1,250,000	4,200
George N. Hines	375,000	1,260	125,000	420	300,000	1,008	800,000	2,688

Named Executive Officer	Weighting of Performance Factors
Named Executive Officer	Adjusted EPS	Revenue Growth
Bryan B. Deboer Tina H. Miller Christopher S. Holzshu Scott A. Hillier George N. Hines

	Low GPU $2,160 or lower	Mid GPU $2,600	High GPU $3,700 or above	% of Payout
EPS Maximum	$27.75	$33.20	$51.65	150%
EPS Target	$22.95 - $25.35	$27.40 - $30.30	$42.65 - $47.15	100%
EPS Threshold	$18.10	$21.65	$33.70	75%
EPS Floor	$0.01 - $18.09	$0.01 - $21.64	$0.01 - $33.69	50%

	Revenue Goal ($)	% of Payout
Maximum	29.5 B	150%
Target	26.1-27.2 B	100%
Threshold	22.7 B	75%
Floor	0-22.69 B	50%

Tranche	Driveway Performance Goals	Percentage of Earned Driveway RSUs	Vesting Date
1	Driveway Shop to sell 1,000 units by 6/30/2022 and maintain an average of 1,000 units for the 3 months after the month of attainment	33%	1/1/2023
2	Driveway Shop to sell 5,000 units by 6/30/2023 and maintain an average of 5,000 units for the 3 months after the month of attainment	33%	1/1/2024
3	Driveway Shop to sell 10,000 units by 6/30/2024 and maintain an average of 10,000 units for the 3 months after the month of attainment	34%	1/1/2025

Position	Multiple of Salary	Years of Service
CEO	5	7
EVP	3	7
SVP	2	7
VP	1	7

Bryan B. DeBoer	2022	$1,250,000	$7,822,865	$2,045,920	$—	$6,932	$11,125,717
President and Chief Executive Officer	2021	$1,106,000	$6,146,047	$2,996,000	$77,320	$206,992	$10,532,359
President and Chief Executive Officer	2020	$1,106,000	$3,856,830	$2,996,000	$85,338	$206,243	$8,250,411
Tina H. Miller	2022	$525,000	$1,082,879	$543,448	$—	$56,387	$2,207,715
Chief Financial Officer	2021	$420,000	$594,378	$600,000	$5,425	$56,448	$1,676,251
Chief Financial Officer	2020	$384,000	$299,596	$384,000	$4,726	$55,699	$1,128,021
Christopher S. Holzshu	2022	$800,000	$3,003,340	$959,025	$—	$105,979	$4,868,343
Chief Operating Officer	2021	$720,000	$1,843,814	$1,440,000	$32,359	$106,039	$4,142,212
Chief Operating Officer	2020	$720,000	$1,179,721	$1,440,000	$35,143	$105,290	$3,480,154
Scott A. Hillier	2022	$525,000	$1,232,572	$596,620	$—	$82,377	$2,436,568
Senior Vice President of Operations	2021	$500,000	$666,039	$800,000	$30,774	$82,437	$2,079,250
Senior Vice President of Operations	2020	$500,000	$589,861	$770,000	$34,127	$66,688	$1,960,676
George N. Hines⁽⁴⁾	2022	$480,000	$788,463	$383,610	$—	$57,589	$1,709,662
Senior Vice President, Chief Information Officer	2021	$450,000	$384,309	$500,000	$3,016	$57,649	$1,394,974

Bryan B. DeBoer	$2,125	$4,807	$—	$6,932
Tina H. Miller	$2,125	$4,262	$50,000	$56,387
Christopher S. Holzshu	$2,125	$3,854	$100,000	$105,979
Scott A. Hillier	$2,125	$5,252	$75,000	$82,377
George N. Hines	$2,125	$5,464	$50,000	$57,589

Bryan B. DeBoer	1/3/2022	12/14/2021	400,000	1,600,000	3,200,000	11,756	23,510	35,266	$6,884,162
Bryan B. DeBoer	1/3/2022	12/14/2021					3,191⁽⁴⁾		$938,703
Tina H. Miller	1/3/2022	12/14/2021	106,250	425,000	850,000	1,513	3,023	4,536	$885,196
Tina H. Miller	1/3/2022	12/14/2021					672⁽⁴⁾		$197,684
Christopher S. Holzshu	1/3/2022	12/14/2021	187,500	750,000	1,500,000	3,864	7,726	11,590	$2,262,320
Christopher S. Holzshu	1/3/2022	12/14/2021					2,519⁽⁴⁾		$741,019
Scott A. Hillier	1/3/2022	12/14/2021	105,000	420,000	840,000	1,094	2,184	3,278	$639,520
Scott A. Hillier	1/3/2022	12/14/2021					2,016⁽⁴⁾		$593,051
George N. Hines	1/3/2022	12/14/2021	75,000	300,000	600,000	841	1,680	2,521	$491,937
George N. Hines	1/3/2022	12/14/2021					1,008⁽⁴⁾		$296,526

Bryan B. DeBoer	1/1/2019	23,028 (4)	4,714,753		—
	1/1/2020	27,014 (5)	5,530,846		—
	1/1/2021	31,905 (6)	6,532,230		—
	1/3/2022	24,828 (7)	5,083,285		—
	1/3/2022	1,054 (4)	215,796	2,137 (8)(9)	437,529
Tina H. Miller	1/1/2019	432 (4)	88,448		—
	8/1/2019	1,368 (4)	280,084		—
	1/1/2020	2,097 (5)	429,340		—
	1/1/2021	3,087 (6)	632,032		—
	1/3/2022	3,192 (7)	653,530		—
	1/3/2022	222 (4)	45,452	450 (8)(9)	92,133
Christopher S. Holzshu	1/1/2019	7,136 (4)	1,461,025		—
	1/1/2020	8,262 (5)	1,691,562		—
	1/1/2021	9,572 (6)	1,959,771		—
	1/3/2022	8,159 (7)	1,670,474		—
	1/3/2022	832 (4)	170,344	1,687 (8)(9)	345,396
Scott A. Hillier	1/1/2019	4,218 (4)	863,593		—
	1/1/2020	4,132 (5)	845,986		—
	1/1/2021	3,459 (6)	708,196		—
	1/3/2022	2,307 (7)	472,335		—
	1/3/2022	666 (4)	136,357	1,350 (8)(9)	276,399
George N. Hines	1/1/2019	1,082 (4)	221,529		—
	1/1/2020	1,907 (5)	390,439		—
	1/1/2021	1,996 (6)	408,661		—
	1/3/2022	1,774 (7)	363,209		—
	1/3/2022	333 (4)	68,178	675 (8)(9)	138,200

				Stock Awards
	Name			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)⁽¹⁾

Bryan B. DeBoer	44,242	13,137,662
Tina H. Miller	2,981	885,208
Christopher S. Holzshu	13,916	4,132,356
Scott A. Hillier	7,952	2,361,346
George N. Hines	2,728	810,080