AAWW Atlas Air Worldwide Holdings

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis (“CD&A”) describes Atlas Air’s executive compensation program, including total 2022 compensation, for our named executive officers (“NEOs” or “Named Executive Officers”) listed below:

Overview of the CARES Act and Related 2022 Executive Compensation Matters

As we discussed in last year’s Proxy Statement, in May 2020, the Company entered into a Payroll Support Agreement (“PSP Agreement”) with the United States Department of Treasury in connection with the funding made available to cargo air carriers under the CARES Act. In connection with the PSP Agreement and the CARES Act, the Company was subject to restrictions on the amount of total compensation that could be provided to certain employees, including each of the Company’s NEOs, from March 24, 2020 through March 24, 2022 (the “CARES Limitation Period”).

In general, the CARES Act restrictions provided that a covered employee may not receive, in any 12 consecutive month period during the CARES Limitation Period, compensation that exceeded the amount such employee received in calendar year 2019, in each case as calculated under applicable guidance. In the case of employees who received more than $3 million in total compensation in 2019, the employees could not receive, in any 12 consecutive month period during the CARES Limitation Period, compensation that exceeded the sum of (i) $3 million and (ii) 50% of the total compensation in excess of $3 million received by such employee in calendar year 2019, in each case as calculated under applicable guidance. Due to the timing of the CARES Act restrictions and the time period with respect to which they are calculated, the compensation earned by our Chief Executive Officer and Chief Operating Officer during the CARES Limitation Period was further limited because the CARES Act restrictions were applied to their lower pre-promotion compensation levels. The CARES Act and PSP Agreement also contain restrictions on severance and similar payments. Company management, in consultation with the Compensation Committee’s independent consultant and outside counsel, designed processes to ensure compliance with the CARES Act compensation limitations.

Throughout 2020, 2021, and 2022 the actions of both our Compensation Committee and senior management team remained principles-based and aligned with the Company’s compensation philosophy. Our Compensation Committee understood the importance of developing a compensation program that would allow us to motivate and retain our management team, incentivize a high level of operational performance and reliability during this challenging global period when airfreight has been of critical importance, and reward the hard work and high performance of our executives as they operate a global airline during a pandemic. It was also important that our compensation program allowed us to incentivize and maintain the loyalty of our executives, recognize the potential overall reductions in their respective incentive compensation opportunities due to the CARES Act, and comply with the compensation limitations of the CARES Act during the CARES Limitation Period.

As described in greater detail in last year’s Proxy Statement, all 2021 long-term incentive compensation granted to our NEOs was in the form of performance-based cash awards that, in certain cases, had extended vesting and performance periods. As we exited the CARES Limitation Period in 2022, we returned to our traditional practice of providing long-term incentive compensation paid to our NEOs in the form of performance share units (“PSUs”) and RSUs.

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Executive Compensation Philosophy and Objectives

The short- and long-term incentive compensation design and award decisions made by our Compensation Committee were made to incentivize and retain our executives, including our NEOs, and comply with the executive compensation restrictions imposed by the CARES Act during the CARES Limitation Period. This section describes the design and intent of those programs based on the context of the environment in which those decisions were made, and provides insight as to how the Committee has re-aligned the structure of our executive compensation program now that the CARES Limitation Period has ended.

Base Salary

Base salary levels for NEOs are generally reviewed annually by the CEO and the Compensation Committee in the first quarter, which is when the Compensation Committee reviewed each NEO’s performance for the prior year. On April 1, 2022, Mr. Dietrich’s base salary was increased from $850,000 to $950,000 and Mr. Forbes’ base salary was increased from $450,000 to $550,000. No other NEOs received a base salary increase in 2022.

Short-Term Incentive Programs

As described in last year’s Proxy Statement, due to the CARES Act Limitations, in 2021 the Company established a Strategic Bonus Plan (“SBP”) with an extended performance and service period that began on January 1, 2021 and ended at the end of the first fiscal quarter of 2022 (a 15-month program as opposed to our traditional 12-month program). In 2022, we returned to our traditional structure in the form of our Annual Incentive Program for Senior Executives (“AIP”). As a

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result, due to these timing considerations, the Summary Compensation Table in this Form 10-K/A reports both bonus payments. For both programs, bonuses were payable based on the achievement of the ANI, OTP/customer service reliability, and individual business objectives, as further described below.

In 2020, the AIP payment for each of our NEOs was reduced to maintain compliance with the CARES Act and the PSP Agreement. The Compensation Committee, with advice from its independent compensation consultant and outside counsel, approved a one-time increase in the 2021 target bonus opportunity under the SBP for each of our NEOs to provide our NEOs with an opportunity to “earn back” the reduced 2020 compensation based on Company and individual performance.

SBP Payouts

In 2021, short term incentive awards to our NEOs were granted pursuant to the SBP, which had an extended 15-month performance period beginning January 1, 2021 through March 31, 2022 as compared to our traditional annual incentive program. The formulaic result of our ANI, OTP/customer reliability, and achievement of individual performance objectives resulted in an SBP payout opportunity of 200% of target. Due to the extended performance period, the SBP is reported in the Summary Compensation Table for fiscal 2022. As such, the actual bonus amounts paid to Messrs. Dietrich, Forbes, Kokas, Schwartz, and Steen under the SBP are included in the Summary Compensation Table for Fiscal 2022 under the “Non-Equity Incentive Plan Compensation” column.

Performance metrics under our SBP were similar to those measured for our traditional AIP. Set forth below are the metrics used under our SBP.

Adjusted Net Income* — Objective Metric. Similar to the Company’s traditional annual incentive plan, the most heavily weighted performance factor in the 2021 SBP was ANI, which was measured for the 15-month performance period. For purposes of the SBP, the ANI performance range was (1) a threshold amount of $218.2 million, (2) $290.9 million for the target amount, and (3) $320.0 million representing maximum achievement. The Company’s final ANI achievement under the SBP was $639.8 million.

* ANI is a non-GAAP measure. A reconciliation to the most directly comparable GAAP measure may be found on pages 38 and 39 of the Original Filing.

On-Time Performance/Customer Service Reliability — Objective Metric. An additional performance metric used to determine the 2021 SBP payments was our OTP/customer service reliability metric. For the 2021 SBP, our weighted overall OTP was achieved at 200% of target.

2021 Individual Performance Objectives. Individual short-term performance objectives for our NEOs were reviewed with and approved by the Compensation Committee as part of the process when the Company’s annual operating plan is being reviewed and approved by the Board of Directors.

Our Compensation Committee reviewed each NEO’s accomplishments with respect to the SBP in detail and certified that each of our NEOs achieved their individual performance objectives at the maximum level.

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To assess individual performance under the SBP, the Committee considered achievements against each NEO’s individual goals:

Adjusted Net Income* — Objective Metric. The most heavily weighted performance factor in the 2022 AIP is ANI, which was measured for the 12-month performance period. For purposes of the AIP, the ANI performance range was (1) a threshold amount of $335.2 million, (2) $446.9 million for the target amount, and (3) $491.6 million representing maximum

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achievement. The Company’s ANI achievement for fiscal 2022 was $418.0 million and resulted in achievement of performance between the threshold and target performance levels.

* ANI is a non-GAAP measure. A reconciliation to the most directly comparable GAAP measure may be found on pages 38 and 39 of the Original Filing.

On-Time Performance/Customer Service Reliability — Objective Metric. An additional performance metric used to determine the 2022 AIP payments was our OTP/customer service reliability metric. Our 2022 OTP/customer service reliability goals are objective, measurable goals that are set to meet or exceed challenging standards set forth in our ACMI, CMI and AMC/Military customer contracts. In 2022, our weighted overall OTP was achieved at 184.2% of target despite the regulatory challenges and general business disruptions caused by the COVID-19 pandemic. While such goals are customer-specific and proprietary, they are all very aggressive and denote a high level of OTP. OTP is a key element to our Company’s success and our NEOs each have a role in ensuring that such performance metrics are met.

2022 Individual Performance Objectives. Individual performance objectives are based in large part on our annual business plan and our long-term strategic plan, including enhancing our financial results and diversifying our business, among others.

Our Compensation Committee reviewed each NEO’s 2022 accomplishments in detail and certified that each of our NEOs achieved their individual performance objectives at the maximum level.

To assess individual performance under our AIP, the Committee considered achievements against each NEO’s individual goals:

Long-Term Incentive Compensation

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For 2022, the LTI award consisted of PSUs and performance-based cash awards, both of which are subject to a three-year performance period, and RSUs that vest ratably over a three-year period, all as more fully described below. The weighting mix of the LTI components was (1) PSUs 25% (target level), (2) Performance Cash 25% (target level), and (3) time-vesting RSUs 50%.

Performance Share Units, or PSUs, are paid in shares of Common Stock upon vesting. Key characteristics of the PSUs granted in 2022 are as follows:

Performance-Based Cash Awards are generally subject to the same key characteristics as PSUs granted in 2022, except that they are reported in the Summary Compensation Table in the year of payment. The reported value of Performance-Based Cash awards that were paid in 2022 is higher than typical due to the fact that all LTI awards granted in 2021 were granted in the form of performance-based cash awards, as described in detail in our Proxy Statement filed in 2022.

Restricted Stock Units, or RSUs, are paid in shares of Common Stock, vest in equal installments on each anniversary of the grant date over a three-year period, and align the economic interests of management with those of our long-term shareholders. RSUs are designed to attract and retain executives by providing them with (1) stock ownership during the applicable vesting period, and (2) a strong incentive to remain with the Company until at least the applicable vesting period ends. In addition, our stock ownership guidelines, as described below, encourage continued alignment between NEOs and other executives and our shareholders.

Goal Setting — How We Set Our Traditional LTI Incentive Metrics:

In designing the long-term incentive awards for our executives, the Compensation Committee considers the annual Board-approved business plan, as well as long-term strategic goals, and designs the long-term incentive targets, including Average ROIC and EBITDA growth. We believe that most of our executives’ total compensation should be at-risk. The Committee also believes that a significant portion of our executives’ total compensation should be equity-based, which provides a strong alignment between the senior executives’ compensation and our shareholders’ interests.

Our long-term business strategy contemplates initiatives that enhance our organizational and operating capabilities, generate additional operating efficiencies, broaden our portfolio of assets and services, and diversify our business mix.

Link between Our Performance, Our Strategy and Our LTI Incentive Metrics:

Set forth below are the metrics used under our performance-based long-term incentive awards granted in 2022, which provide appropriate rewards for key financial performance and objective results in support of our business strategy and do not promote imprudent or excessive risk-taking. In addition, we believe that our performance metrics align and underscore the link between incentive compensation and the successful execution of our long-term business strategy, and reflect our ongoing commitment to a pay-for-performance compensation philosophy.

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We have not disclosed the Company’s specific EBITDA growth and Average ROIC targets for the three-year performance period (2022-2024) because they represent confidential, commercially sensitive information that we do not disclose to the public and that could cause competitive harm if known in the marketplace.

Both the Company’s EBITDA growth and Average ROIC targets for the 2022-2024 performance period, as well as the factors that influence these measures, such as revenue and efforts to control costs, are inherently competitive and, if disclosed, would provide valuable insight into areas of focus for the Company. The Compensation Committee sets the EBITDA growth and Average ROIC goals at a level that it believes would be challenging but possible for the Company to achieve. In the interest of providing as much disclosure as appropriate to aid shareholders in assessing the rigor of our LTI metrics, below is a detailed description of our LTI goal-setting process. In addition, we have included the threshold, target, and maximum levels as well as the actual performance level of each LTI metric for completed performance periods.

Our long-term incentive performance metrics relate to key Company long-term strategies and provide substantial payouts only upon achievement of exceptional performance.

At the end of the three-year performance measurement period, the awards vest based on a performance matrix ranging from no payout if the Company’s performance is in the bottom quintile of both EBITDA Growth and Average ROIC metrics to 2x target vesting if performance on both metrics is in the top quintile. Target vesting (100% of the award) is achieved if the Company’s performance is at the target level. Our traditional PSUs and performance-based cash awards are further subject to a relative TSR modifier, based on AAWW share price performance during the three-year performance period relative to the component companies of the S&P 600 SmallCap Index. The Relative TSR modifier will be applied to the vesting percentage determined based on the achievement of the EBITDA Growth and Average ROIC metrics and could increase or decrease that vesting percentage by up to 20%. However, no upward modification would be made in the event the absolute total shareholder return is negative, even if the Relative TSR performance achieved would have provided for an upward adjustment.

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OTP Performance Awards

In 2021 we granted to our NEOs a special performance-based cash award subject to an OTP/customer service reliability performance metric (the “OTP Performance Award”). Our 2021 OTP/customer service reliability goals are objective, measurable goals that were set to meet or exceed challenging standards set forth in our ACMI, CMI and AMC/Military customer contracts. While such goals were customer-specific and proprietary, they were all very aggressive and denote a high level of OTP. OTP is a key element to our Company’s success and our NEOs each have a role in ensuring that such performance metrics are met.

For each of our NEOs, except Mr. Forbes, a third of their respective OTP Performance Award vests at the end of the following three performance periods: (i) January 1, 2021 through and including March 31, 2022; (ii) January 1, 2022 through and including December 31, 2022; and (iii) January 1, 2023 through and including December 31, 2023. With respect to Mr. Forbes, his OTP Performance Award was weighted more heavily toward the first of the three performance periods, such that approximately 55% (as opposed to 33%) of his OTP Performance Award vested on April 1, 2022 based on the calculation of the Company’s achievement of its OTP/customer service reliability goal through March 31, 2022, in consideration of the disproportionate degree to which Mr. Forbes’ performance-based LTI payments in 2021 were decreased as a result of the CARES Act executive compensation limitations and to further incentivize and reward Mr. Forbes as our Chief Operating Officer for his efforts in maintaining the Company’s exceptional service reliability for our customers in light of the unprecedented demands of our crews during this period.

Payouts to our NEOs with respect to (i) the first performance period ending March 31, 2022 were paid out at 110% of target and (ii) the second performance period ending December 31, 2022 were paid out at 104% of target, and in each case are included in the Summary Compensation Table.

2022 Payout of Performance LTI Awards (2020-2022 Performance Period). In the first quarter of 2023, the Compensation Committee reviewed AAWW’s long-term performance over the three-year performance period ended December 31, 2022 for grants made in 2020. The performance metrics for these awards were EBITDA Growth, which is based on a three-year average, and three-year Average ROIC applied on an absolute basis.

For the 2020-2022 performance period, our actual EBITDA Growth was 26.0% and our Average ROIC was 16.6%. This performance was not favorably impacted by the funds received pursuant to the CARES Act and PSP Agreement. The Company’s three-year cumulative TSR was 274.0% for the 2020-2022 performance period, which translated into a final TSR modifier of 120%. By applying the TSR modifier, the final payout of the 2020-2022 performance LTI awards was 240%. Payouts with respect to the performance awards for the 2020-2022 performance period were made in early 2023 for our NEOs, except for Mr. Forbes, as described below in the section entitled “280G Mitigation Actions.” The table set forth below shows the threshold, target, max as well as actual performance levels of each performance metric.

As described below in the section entitled “280G Mitigation Actions,” in order to mitigate certain potential adverse tax consequences to Mr. Forbes and to the Company, the Compensation Committee, after considering the actual performance of the Company, accelerated settlement and payment of 2020-2022 PSUs and 2020-2022 traditional performance-based cash awards for Mr. Forbes, in each case that would otherwise vest in the first quarter of 2023, at the maximum level of performance so that they were paid in 2022. Furthermore, the Compensation Committee accelerated the payment of the OTP Performance Cash that would have otherwise vested in the first quarter of 2023 at the target level of performance and the OTP Performance Cash that would have otherwise vested in the first quarter of 2024 at the threshold level of performance.

280G Mitigation Actions Related to Acquisition

Based on an analysis conducted in connection with the Merger, both the Company and Mr. Forbes would potentially have been subject to the adverse tax consequences imposed by Section 280G of the U.S. Internal Revenue Code of 1986, as amended, in connection with the Acquisition. Therefore, to mitigate the expected impact of these adverse tax consequences, the Compensation Committee approved the payment to Mr. Forbes of certain amounts he was entitled to receive in connection with the Merger slightly in advance of the closing of the Acquisition and in December 2022. These actions were made subject to a clawback in favor of the Company, whereby Mr. Forbes was required to reimburse the Company if it is subsequently determined that the amounts accelerated would not have been earned (i.e., due to the failure to satisfy any service- or, if applicable, performance-based vesting criteria).

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Peer Group

Our Compensation Committee, together with its independent compensation consultant, periodically reviews relevant competitive market pay data for executives in our industry and similar industries. The Compensation Committee identifies a core group of companies, used to periodically assess the Company’s compensation levels and practices, as one factor in the compensation-setting process. Our Compensation Committee has worked closely with its independent compensation consultant over the years to hone our peer group.

The Compensation Committee believes that identification of peers using a broad industry sector code is inadequate and does not establish similarity of operations and business models, nor adequately represent past, current and future competitors for managerial talent, each of which are factors that the Compensation Committee considers in the selection of companies for these purposes.

Our peer group was comprised of the following companies:
 

Other Elements of Compensation

Limited Other Benefits and Limited Perquisites

We provide our executives with common benefits, which include health insurance (including certain limited retiree health benefits), severance benefits commensurate with position, 401(k) plan participation, and a retirement restoration program. The Compensation Committee believes that perquisites should be limited. These perquisites are limited principally to financial counseling, including limited tax reimbursement payments related thereto. Details concerning these perquisites can be found in the footnotes to the “2022 Summary Compensation Table” below.

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Retirement Plans

In addition to the Company’s 401(k) plan, the Company maintains the 401(k) Restoration and Voluntary Deferral Plan (the “Retirement Restoration Plan”) for employees holding the title of Executive Vice President or higher. This plan is a nonqualified deferred compensation plan intended to make eligible employees whole for compensation limits imposed under our 401(k) plan. Under the Retirement Restoration Plan, a participant is eligible to make elective deferrals and to receive employer credits equal to 5% of eligible compensation in excess of the limits described in Sections 401(a)(17) and 402(g) of the Internal Revenue Code. Initial employer credits vest upon the third anniversary of the executive’s initial eligibility for the plan, and all employer credits after such anniversary are fully vested. Deferrals and employer credits are credited with notional earnings equal to the prime interest rate until distributed on the earliest of (i) the participant becoming disabled, (ii) the participant’s separation from service (including retirement and death), or (iii) a change in control of the Company.

Under our Benefits Program for Senior Executives, Executive Vice Presidents or above would become retirement-eligible on or after (i) attaining age 55 and completing 10 years of service and (ii) giving no less than three months’ advance written notice of such proposed retirement to the then-current CEO, or in the event of the CEO’s retirement such notice must be given to the Chairman of the Board of Directors.

Additional Compensation Policies

Executive Stock Ownership

In support of the Board philosophy that performance and equity incentives provide the best incentives for our NEOs and other members of management and promote increases in shareholder value, the Board monitors compliance with the Guidelines covering all Directors, NEOs, and certain other executives. Such guidelines include both stock ownership and recommended stock holding periods as described below. The Guidelines require executives to achieve certain levels of share ownership over a five-year period based on the lesser of a percentage of annual base salary or a fixed number of shares.

Target share ownership levels for the Directors and the NEOs under the Guidelines were generally based on the lesser of: (i) 4x annual base cash retainer, or 7,500 shares, for independent Directors, (ii) 6x base salary, or 120,000 shares, for the CEO, (iii) 3.5x base salary, or 40,000 shares, for the Chief Executive Officer of Titan (Mr. Steen), and (iv) 3x base salary, or 30,000 shares, for other Executive Vice Presidents.

In 2022, all of our NEOs were in full compliance with the requisite Common Stock ownership levels set forth in the Guidelines.

Tax Considerations

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, limits deductibility of compensation in excess of $1 million paid to our covered employees. Until the Tax Cut and Jobs Act was enacted on December 22, 2017, subject to certain requirements, performance-based compensation was deductible even if it caused the covered employee to receive compensation in excess of $1 million. However, the Tax Cut and Jobs Act eliminated this performance-based compensation exception going forward, subject to limited transition relief for compensation paid pursuant to a contract in effect as of November 2, 2017 that was not materially modified after such date. The Tax Cut and Jobs Act also expanded who a covered employee is under Section 162(m). Effective for 2017 and thereafter, a covered employee under Section 162(m) is the CEO, the CFO (who previously was not included), and each of the other three highest-paid executive officers.

Although this tax deduction for performance-based compensation has been eliminated for awards granted after November 2, 2017, we continue to believe that a strong link between pay and performance is critical to align executive and stockholder interests. The Compensation Committee will continue to ensure that a meaningful portion of pay for NEOs is at-risk and subject to the attainment of performance goals. The Compensation Committee reserves the right to provide compensation to our executives that is not deductible, including but not limited to when necessary to comply with contractual commitments, or to maintain the flexibility needed to attract talent, promote retention, or recognize and reward desired performance.

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Equity Grant Practices

The Compensation Committee generally grants equity awards to NEOs in the first quarter of each year. The Compensation Committee does not have any programs, plans or practices of timing these awards in coordination with the release of material nonpublic information. In fact, such awards historically have been granted a week or more following the filing of the Company’s 10-K and the related issuance of its earnings release.

Anti-Hedging Policy

Under our insider trading policy, our NEOs were prohibited from engaging in hedging or other monetization transactions involving our securities, including through the use of financial instruments. In addition, our NEOs could not act on investment decisions with respect to Company securities, except during applicable trading window periods. To our knowledge, all of our senior officers, including our NEOs, were in compliance with our anti-hedging policy.

Clawback Policy

We maintained our compensation clawback policy to enhance the alignment of our compensation program features with best practices and consistent with feedback received from our shareholders. Our clawback policy permits us to seek to recover certain amounts of annual cash incentive compensation awarded to any executive officers if payment of such compensation was based on the achievement of financial results that were subsequently the subject of a substantial restatement of our financial statements due to material noncompliance and the executive officer’s intentional misconduct that contributed to a higher amount of cash incentive compensation received.

Compensation Committee Report

As noted in the Explanatory Note to this Amendment, the closing of the transactions contemplated by the Merger Agreement occurred on March 17, 2023. Following such date, the members of the Compensation Committee prior to the acquisition ceased to serve on the Board of Directors of the Company and, as a result, did not review the Compensation Discussion and Analysis with management or recommend that such disclosure be included in this Amendment.

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2022 Summary Compensation Table Notes

Column (d) — Bonus

The amounts reflect the retention bonus opportunity granted in 2019 and paid to each of Messrs. Kokas, Schwartz and Steen in 2021, which related to the Company’s transition of CEOs.

Column (e) — Stock Awards

The amounts reflect the grant date fair value of stock awards, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and with performance awards valued based on the probable outcome of performance conditions. For more information about the assumptions used in valuing these awards, see Note 16 in the Original Filing and footnote (5) to the Grants of Plan-Based Awards table below. Stock awards for 2022 reflect the aggregate grant date fair value of (i) time-based RSUs that vest ratably over three years and (ii) PSUs for the three-year performance period ending December 31, 2024 (see pages18-22 for a discussion of the methodology followed by the Compensation Committee to determine the number of PSUs awarded) assuming target level performance. PSUs are settled in shares of Common Stock at 0% to 240% of target based upon AAWW’s EBITDA growth and Average ROIC performance relative to internal targets and Relative TSR over the three-year performance period. Assuming that the PSUs are paid at the maximum level, including the maximum impact of the TSR modifier, the aggregate dollar values in respect of PSU awards for 2022 (based on the closing price of our Common Stock on the date of grant) would be $2,703,698 for Mr. Dietrich; $1,680,860 for Mr. Steen; $1,534,015 for Messrs. Kokas and Schwartz; and $1,076,060 for Mr. Forbes.

Column (g) — Non-Equity Incentive Plan Compensation

Reflects (i) cash payments made under the SBP granted in 2021 with a performance period ending March 31, 2022, (ii) cash payments made under the 2022 AIP with respect to the performance period ending December 31, 2022, (iii) the value of the NEOs’ performance-based long-term incentive cash awards for the 2020-2022 performance period, and (iv) portions of the OTP Performance Awards earned with respect to the performance periods ending March 31, 2022 and December 31, 2022. The performance-based cash long-term incentive awards granted in 2020 for the 2020-2022 performance period were paid at 240% of target, as described on pages 21-22. The OTP Performance Awards for the performance period ending March 31, 2022 were paid at 110% of target, and the OTP Performance Awards for the performance period ending December 31, 2022 were paid at 104% of target.

Column (i) — All Other Compensation

“All Other Compensation” includes Company matching contributions under our 401(k) plan, financial counseling services, and de minimis travel related expenses. For 2022, the 401(k) match totaled $13,500 for Messrs. Dietrich, Kokas, Schwartz and Forbes and $10,250 for Mr. Steen.

We provide a limited number of perquisites to our senior executives, primarily financial counseling. We believe this benefit is reasonable, competitive and consistent with our overall executive compensation program and philosophy and with comparable programs maintained by the companies with which we compete for executive talent. The costs of these benefits constitute only a small percentage of each NEO’s total compensation. For 2022, these personal benefits included financial counseling and tax-preparation fees ($37,601 for Messrs. Dietrich and Steen, $46,024 for Messrs. Kokas and Schwartz and $27,918 for Mr. Forbes) and limited travel-related expenses ($33,439 for Mr. Dietrich, $18,653 for Mr. Steen, $6,732 for Mr. Kokas, $15,430 Mr. Schwartz and $9,116 for Mr. Forbes). Reimbursement of taxes due for all such benefits for 2022 totaled $27,954 for Mr. Dietrich; $22,136 for Mr. Steen; $26,625 for Mr. Kokas; $31,004 for Mr. Schwartz; and $14,572 for Mr. Forbes. These amounts are included in the “All Other Compensation” column.

As described above in the section entitled “Other Elements of Compensation – Retirement Plans,” our NEOs are entitled to receive employer credit under the Retirement Restoration Plan. The portion of account balances attributable to such employer credit made under the Retirement Restoration Plan to each of our NEOs during 2022 totaled $299,088 for Mr. Dietrich; $247,541 for Mr. Steen; $214,216 for Mr. Kokas; $214,026 for Mr. Schwartz; and $166,140 for Mr. Forbes. These amounts are included in the “All Other Compensation” column. See “Nonqualified Deferred Compensation” below for additional information about the Retirement Restoration Plan. The “All Other Compensation” column also includes de minimis amounts for group term life insurance and long-term disability insurance.

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2022 Grants of Plan-Based Awards

The grants set forth in the following table were made pursuant to (i) the Company’s 2018 Incentive Plan, as amended and restated (the “Incentive Plan”), and related award agreements and (ii) our AIP, each of which is described in more detail in the section entitled “Compensation Discussion and Analysis” above.

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