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Front Cover
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance Practices
Board Responsibilities and Structure
Board Composition
Board Committees and Charters
Annual Board Evaluation
Transactions with Related Persons
Insider Trading Policy
Stockholder Engagement
True North Goals for Communities and Employees
Proposal No. 1 – Election of Directors
Our Director Nominees
Director Compensation
Annual Retainer and Equity Compensation Program for Non-Employee Directors
Director Compensation Policies and Plans
Director Summary Compensation Table
Proposal No. 2 – Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis
Executive Summary
Compensation Philosophy and Objectives
Components of Compensation
Fiscal 2024 Compensation Actions
Other Benefits
Role of Compensation Consultants, Executive Officers, and the Board in Compensation Decisions
Fiscal 2024 Compensation Peer Group
Our Compensation Policies and Practices
Compensation and Organizational Development Committee Report
Executive Compensation Tables
Fiscal Year 2024 Summary Compensation Table
Grants of Plan-Based Awards During Fiscal Year 2024
Outstanding Equity Awards at Fiscal 2024 Year-End
Option Exercises and Stock Vested During Fiscal Year 2024
Non-Qualified Deferred Compensation for Fiscal Year 2024
Potential Payments Upon Termination of Employment or Change in Control
Equity Compensation Plan Information
CEO Pay Ratio
Pay Versus Performance
Proposal No. 3 – Ratification of Selection of Independent Registered Public Accounting Firm
Tenure and Rotation
Independence and Performance
Accountability to Stockholders
Policy on Pre-Approval of Services
Fees Paid to Ernst & Young
Audit and Risk Committee Report
Proposal No. 4 – Approval of an Amendment to Our Certificate of Incorporation to Limit the Liability of Certain Officers in Accordance with Recent Delaware Law Amendments
Stock Ownership Information
Security Ownership Table
Delinquent Section 16(a) Reports
Information About the Meeting, Voting, and Proxies
